Common use of Environmental Clause in Contracts

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would notNo notice has been served on Seller or the Principals from any entity, individually governmental body or in 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 aggregateknowledge, reasonably be expected to have a Material Adverse Effectinformation and belief of the Seller, (i) the Company Seller is in full compliance with and not subject to any known liability under all applicable Environmental Laws (as defined below)) relating to the ownership of the Property and Seller’s operations on, (ii) at, or relating to the Company Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made all filings and provided all notices as required under by all applicable Environmental Laws. To the knowledge, information 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge belief of the CompanySeller, there the Property is no Proceeding, notice or demand letter or request for information threatened against the 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 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 contaminated by any state or local governmental authority, (vii) no Hazardous Materials are being released 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, on or under any facility owned, operated, leased or controlled by relating to the Company or Property 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, made available to Buyer for copying and/or inspection to the knowledge extent that the same are in the possession of the CompanySeller. If Seller is found to not be in compliance with this Section 7(s) in any way, none 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 the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.this Agreement:

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected to have would not result in a Material Adverse Effect, Effect on the Company (i) the Company is in compliance and its subsidiaries comply and have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) no Hazardous 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 has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasgroundwater, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings 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, (aiv) there are no pending Proceedings with respect neither the Company nor any subsidiary is subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) neither the Company nor any subsidiary has not received any written notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither the Company nor any Environmental Law with respect subsidiary is subject to any assetsorder, facility decree, injunction or property other written 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, operatedleased, leased operated or controlled otherwise used 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 its subsidiaries, or any comparable state lawof the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that 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, (vi) no property use or facility transfer of any of the assets of the Company (a) is 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 subsidiary arising under or pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except To the knowledge of the Transferor or except as would not, individually or disclosed in writing in the aggregateenvironmental 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 generated, reasonably be expected used, treated or stored on, or transported to have a Material Adverse Effect, (i) or from any of the Units by the Transferor or the Company is except as used or stored in compliance with and all Environmental Laws; (b) Hazardous Materials have not subject to been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any known liability under applicable property adjoining the project site for the Project, except such releases which do not violate any Environmental Laws Laws; (as defined below), (iic) the Transferor and the Company has made hold, and are in substantial compliance with, all filings and provided all notices Permits currently required under all applicable by Environmental Laws, and has, the Transferor 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 Company, (b) the Company has have not received any demand, claim or written notice of any violation of any Environmental Laws and Law that has not heretofore been resolved; (cd) to neither the knowledge of Transferor nor the Company, there is no Proceeding, notice or demand letter or Company has received any written request for information threatened against the Company under any Environmental Lawinformation, (iv) no Lien or restriction has nor been recorded notified that it is a potentially responsible party, under any Environmental Law with respect to any assetson-site location relating to the ownership, facility operation or property owned, operated, leased maintenance of the Project or controlled by the Company, Units; and (ve) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (“Environmental Claims”) against the Company has not received notice that it has been identified or, in relation to the Project or the Site, the Transferor. Except as a potentially responsible party under disclosed to 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 listed orTransferee 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 Company known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, the Company, proposed for listing on its assets or properties, the National Priorities List under CERCLA Project or any state list of hazardous substance sites requiring cleanupthe Units, or (b) is listed in to cause the Comprehensive Environmental ResponseCompany, Compensationits assets or properties, Liability Information System List promulgated pursuant the Project or the Units to CERCLAbe subject to any restrictions on the ownership, occupancy, use or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 transferability of the Company, none of its assets or properties, the facilities owned, operated, leased Project or controlled by the Company are adversely affected by Units under any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint or penalty has been received by any of the Company is in compliance with Debtors, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company, threatened which allege a violation of or liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasin each case relating to any of the Debtors, (b) each Debtor has received (including timely application for renewal of the same), and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings 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 respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company or have been Released at, on or Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored or controlled handled by any of the Company Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (except as may be allowed by permite) andthere are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the knowledge Commitment Parties prior to the date hereof. Notwithstanding the generality of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyrepresentations and warranties in this Agreement, the representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to Environmental Laws or Hazardous Materials.

Environmental. Except The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as would notcurrently, individually and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the aggregateSold Companies, reasonably be expected and to have a Material Adverse Effectthe Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) the Company is in compliance with and not subject to alleging any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company liability under any Environmental Law, or (ivii) no Lien arising out of the presence or restriction has been recorded release of any 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law with respect to or regarding 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 release of Materials of Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility Concern. None of the Company (a) is listed or, to the knowledge Sold Companies has released any Materials of the Company, proposed for listing on the National Priorities List under CERCLA Environmental Concern at any property currently 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 formerly operated by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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) of them and, to the knowledge Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the CompanySold Companies has assumed or retained, none by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the facilities ownedenvironment, operated, leased or controlled by the Company are adversely protection of human health and safety as may be affected by any Release exposure to Materials of Hazardous Materials originating or emanating from any other propertyEnvironmental Concern.

Environmental. Except as would notdisclosed on Exhibit 3.10, individually or in the aggregateBorrower warrants and represents to Lenders, reasonably be expected to have a Material Adverse Effect, that: (i) Borrower has undertaken all appropriate inquiry and investigation as to the Company is environmental condition of each Property; (ii) each Property and Borrower, and any occupants of the Property, are in compliance with and not subject shall continue to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under be in compliance with all applicable Environmental Laws, 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) 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; (aiv) 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 pending Proceedings with respect unregistered underground storage tanks on the Property that are subject to any Environmental Laws affecting the Companyunderground storage tank registration laws or regulations; (vi) no notice has been received with regard to any Hazardous Material on any Property; (vii) no action, (b) the Company has not received investigation or proceeding is pending or to Borrower’s knowledge threatened which seeks to enforce any demand, claim right or notice of violation of remedy against Borrower or any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company Property under any Environmental Law; (viii) neither Borrower nor any occupant of the Property, (iv) no Lien or restriction has been recorded under any Environmental Law with respect is subject to any assetsremedial obligations as to the Property under Environmental Laws relating to Hazardous Materials, facility health or property ownedthe environment; (ix) Borrower has not, operatednor will Borrower, leased release or controlled by waive the Companyliability of any previous owner, (v) lessee or operator of the Company has not received notice that it has been identified as a Property or any party who may be potentially responsible party under for the Comprehensive Environmental Responsepresence of or removal of Hazardous Material from the Property, Compensation and Liability Act nor has it made promises of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing indemnification regarding Hazardous Material on the National Priorities List under CERCLA or Property to any state list of hazardous substance sites requiring cleanupparty, (b) is listed except as contained herein and in the Comprehensive Loan Documents; and (x) all licenses, permits and other governmental or regulatory actions necessary for each Property to comply with Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list Laws shall be obtained and maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyand Borrower shall assure compliance therewith.

Environmental. Except as would notset forth on Schedule 4.19, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the each Company has complied and is in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), (ii) the Laws. Each Company has made all filings obtained and provided all notices required under all applicable Environmental Laws, and hascomplied with, and is in compliance with, all permits Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of its businesses. All such required Permits are set forth on Schedule 4.19. No Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental LawsLaw. Except as set forth on Schedule 4.19, each none of which is the following exists at any property or facility currently owned or operated by any Company and none of the following existed at any property or facility previously owned or operated by any Company at or before the time the Company ceased to own or operate such property or facility: (i) underground storage tanks, (ii) asbestos-containing material in full force and effectany form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (aiv) there are landfills, surface impoundments or disposal areas. No Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no pending Proceedings with respect such property or facility is contaminated by any Hazardous Substance) in a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Laws affecting Law. Neither this Agreement nor the CompanyTransactions will result in any Liability for site investigation or cleanup, (b) the Company has not received any demand, claim or notice of violation notification to or Consent of any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws and (c) Laws. No Company has, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. No facts, events or conditions relating to the knowledge past or present facilities, properties or operations of the Companyany Company will prevent, there is no Proceeding, notice hinder or demand letter or request for information threatened against the Company under limit continued compliance with any Environmental Law, (iv) no Lien give rise to any investigatory, remedial or restriction has been recorded under corrective obligations pursuant to any Environmental Law with respect Law, or give rise to any assetsother Liabilities pursuant to any Environmental Law, facility including any relating to onsite or property owned, operated, leased offsite releases 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 listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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) Change: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company, and there are no Legal Proceedings pending Proceedings with respect or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws affecting environmental laws, in each case relating to the Company, (b) the Company has not received any demand(including timely application for renewal of the same), claim or notice and maintained in full 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 violation of any Environmental Laws such permits, licenses and other approvals and with all applicable environmental laws, (c) to the knowledge Knowledge of the Company, there no hazardous material is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) located at, on or under any facility property currently or formerly owned, operatedoperated or leased by Parent or any of the Subsidiaries that would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company Parent or have been Released at, on or any of its Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no hazardous material has been released, generated, owned, operatedtreated, leased stored or controlled handled by Parent or any of its Subsidiaries, and no hazardous material has been transported to or released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Parent or any of the Company Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (except as may be allowed by permite) andthere are no agreements in which Parent or any of the Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to environmental laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the knowledge Backstop Parties prior to the Execution Date. Notwithstanding the generality of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyrepresentations and warranties in this Agreement, the representations and warranties in this Section 3.15 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to environmental laws or hazardous materials.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company No Obligor is in compliance with and not subject to any known liability under applicable civil or criminal proceeding relating to Requirements of Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under not aware of 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 Companyinvestigation or threatened proceeding or investigation, (b) each Obligor has all material permits, licenses, registrations and other authorizations required by the Company has not received Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, (c) each Obligor currently operates its business and its properties (whether owned, leased or otherwise occupied) in compliance in all material respects with all applicable material Requirements of Environmental Laws, (d) no Hazardous Substances are stored or disposed of by any demand, claim Obligor or notice of otherwise used by an Obligor in violation of any applicable Requirements of Environmental Laws and (c) to the knowledge of the Companyincluding, without limitation, there is has been no ProceedingRelease of Hazardous Substances by any Obligor at, notice on or demand letter or request for information threatened against the Company under any Environmental Lawproperty now or previously owned or leased by the Borrower or any of their Subsidiaries), (ive) 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 except as disclosed in the Company, (venvironmental reports identified on Schedule 7.01(28) 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 listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA Borrower (i) all underground storage tanks now 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 previously located on any comparable list real property owned or leased by it have been operated, maintained by any state and decommissioned or local governmental authorityclosed, as applicable, in compliance with applicable Requirements of Environmental Law; and (viiii) no Hazardous Materials are being released (as defined below) atreal property or groundwater in, on or under any facility owned, operated, property now or previously owned or leased by any Obligor is or controlled has been during such Obligor’s ownership or occupation of such property contaminated by the Company or have been Released at, on or any Hazardous Substance except for any contamination that would not reasonably be expected to give rise to material liability under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) andRequirements of Environmental Laws nor, to the knowledge best of its knowledge, is any such property named in any list of hazardous waste or contaminated sites maintained under the CompanyRequirements of Environmental Law. (29) CERCLA. No portion of any Obligor’s Property has been listed, none of designated or identified in the facilities owned, operated, leased National Priorities List or controlled the CERCLA Information System both as published by the Company are adversely affected United States Environmental Protection Agency, or any similar list of sites published by any Release federal, state or local authority proposed for requiring clean up or remedial or corrective action under any Requirements of Hazardous Materials originating or emanating from any other propertyEnvironmental Laws.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint, or penalty has been received by any of the Company is in compliance with Group Members, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company Group Members, threatened which allege a violation of or liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasin each case relating to any of the Company Group Members, (b) each Company Group Member has received (including timely application for renewal of the same), and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings 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 respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any 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, (c) to the knowledge of the Company, there no Hazardous Material is no Proceeding, notice or demand letter or request for information threatened against the 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 listed or, to the knowledge Knowledge of the CompanyCompany Group Members, 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 Materials are being released (as defined below) was located at, on or under any facility property currently or formerly owned, operated, operated or leased or controlled by any of the Company Group Members that would reasonably be expected to give rise to any cost, liability or have been Released at, on or obligation of any of the Company Group Members under any facility Environmental Laws, (d) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored or controlled handled by any of the Company Group Members, and no Hazardous Material has been transported to or Released at any location, 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 Company Group Members under any Environmental Laws, and (except as may be allowed by permite) andthere are no agreements in which any of the Company Group Members has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws, which has not been made available to the knowledge of Commitment Parties prior to the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertydate hereof.

Environmental. (a) Except as would not, individually disclosed in Section 2.17(a) of the Company Disclosure Letter or in the aggregate, reasonably be expected to have a Material Adverse Effect, Environmental Reports (as hereinafter defined): (i) the Company is and its subsidiaries are in compliance with in all material respects with, and not subject have no material liabilities arising under, applicable Laws and common law pertaining to any known liability under applicable Environmental Laws the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the environment (“Environmental Laws”); (ii) neither the Company has made all filings and provided all notices required under all applicable Environmental Lawsnor its subsidiaries have received written, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingoral, notice from any Governmental Authority or demand letter other third party of any alleged material violation of or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded material liability under any Environmental Law with respect to that remains unresolved, including, without limitation, any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received written notice that it has been identified as any of them or any of their predecessors is or may be a potentially responsible party under in respect of, or may otherwise bear any material liability for, any actual or threatened Release (as defined below) 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 Act of 1980, as amended (“CERCLA”), Information System or any comparable state lawsimilar 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; (viiii) there is no property litigation or facility of the Company (a) is listed other proceeding pending, or, to the knowledge of the Company, proposed for listing on threatened against the National Priorities List under CERCLA Company 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 Materials are being released (as defined below) at, on or its subsidiaries under any facility owned, operated, leased Environmental Law; (iv) none of the properties presently or controlled formerly owned or operated by the Company or have been Released atany of its subsidiaries (including, on without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or under any facility owned, operated, leased other chemicals at concentrations above normal background conditions (“Environmental Contamination”); (v) chemicals and wastes disposed or controlled otherwise released by the Company (except as may be allowed by permit) and, to the knowledge operations of the Company, none of the facilities owned, operated, leased Company or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.of

Environmental. (a) Except as would not, individually or disclosed in Section 4.21(a)(i) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) neither the Company is in compliance with and not subject to nor any known liability under applicable Environmental Laws 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 has made all filings and provided all notices required under all applicable (including soils, groundwater, surface water, buildings or other structures), except in material compliance with Environmental Laws, 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 Hazardous Substances were present at or Released or threatened to be Released from, onto or under any Environmental Laws affecting of the Companyproperties currently owned, (b) formerly owned or leased by the Company has not received or any demandof its predecessors during the period of such ownership, claim lease, operation or notice of violation of any use, except in material compliance with Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental LawLaws, (iv) no Lien storage tanks (underground, above ground or restriction has been recorded under otherwise) are present at any Environmental Law with respect to any assetsof the properties currently owned or leased, facility operated or property owned, operated, leased or controlled otherwise used by the Company, (v) neither the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responsenor any of its predecessors is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, Compensation and Liability Act of 1980leased, as amended (“CERCLA”), operated or otherwise used by any comparable state lawthird party, (vi) no property or facility of the Company is not subject to any indemnity or other agreement with any Person relating to Hazardous Substances, (avii) is listed orthere are no circumstances or conditions involving the Company or businesses previously owned, leased, operated or otherwise used by the Company, or to the knowledge Knowledge of the Company, proposed for listing 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 National Priorities List ownership, use or transfer of any of the Company Assets arising under CERCLA or pursuant to any state list Environmental Law, and (viii) Seller has provided to Purchaser (A) copies of hazardous substance sites requiring cleanup, (b) is listed all material reports in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, custody or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 control of the Company, none including “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the environmental condition of the facilities owned, operated, leased Company or controlled by the compliance of the Company with Environmental Laws and (B) documentation, if applicable, 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 Knowledge of the Company, the Company’s products and inventory, including purchased components, cables, are adversely affected by any Release fully compliant with the Restriction of Hazardous Materials originating or emanating from 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 other propertyof the foregoing, the Company has recorded appropriate reserves for any inventory impaired as a result of such non-compliance.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint or penalty has been received by any of the Company is in compliance with Debtors, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company, threatened which allege a violation of or liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasin each case relating to any of the Debtors, (b) each Debtor has received (including timely application for renewal of the same), and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings 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 respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2016, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company or have been Released at, on or Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored or controlled handled by any of the Company Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (except as may be allowed by permite) andthere are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the knowledge Private Placement Parties prior to the date hereof. Notwithstanding the generality of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyrepresentations and warranties in this Agreement, the representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to Environmental Laws or Hazardous Materials.

Environmental. Except as would not, individually or set forth in Section 4.1(u) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) the businesses as presently or formerly engaged in by the Company is and its subsidiaries are and have been conducted in compliance in all material respects with and not subject to any known liability under 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 has made all filings or any subsidiary of the Company (including soil, groundwater or surface water on, under or adjacent to the properties, and provided all notices required buildings thereon) ("Company Properties") do not contain any Hazardous Substance (defined below) other than as permitted under all applicable Environmental Laws, 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) neither the Company nor any subsidiary of the Company 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 Company or any subsidiary of the Company may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or any of its subsidiaries' businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or any subsidiary of the Company with respect to the Company or any subsidiary of the Company or the Company Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or any subsidiary of the Company concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by the Company, (v) the at 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 lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility of transported from any Company Property during the time such Company Property was owned or operated by the Company (a) is listed or, to the knowledge or any subsidiary of the Company, proposed for listing on the National Priorities List other than as permitted under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive applicable Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityLaw, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the 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, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof 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, operated, leased (ix) there is no asbestos present in any Company Property presently owned or controlled operated 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 subsidiary of the Company, and no asbestos has been removed from any Company Property while such Company Property was owned or operated by the Company or any subsidiary of the Company, (x) none of the facilities owned, operated, leased or controlled 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 adversely affected by presently subject to, any Release of Hazardous Materials originating liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 3.16: (i) the Company is and its Subsidiaries are and have been in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) neither the Company nor any of its Subsidiaries has made all filings and provided all notices required under all applicable received any notice alleging that they are not in such compliance with Environmental Laws, 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) there has been no unpermitted treatment, storage, disposal or release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (aeach a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or its Subsidiaries which release could reasonably be expected to give rise to any liability of the Company or its Subsidiaries; (iv) no Hazardous Substances are present in, on, about or migrating to or from any real property that could be expected to give rise to an action under Environmental Laws against the Company or its Subsidiaries; (v) there have been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste release sites published by any governmental authority in or outside of the United States; and (vi) there are no pending Proceedings with respect to any Environmental Laws affecting the Companyunderground storage tanks located on, no polychlorinated biphenyls (b“PCBs”) the Company has not received any demandor PCB-containing equipment used or stored on, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 hazardous waste as defined 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 Resource Conservation and Liability Act of 1980Recovery Act, as amended (“CERCLA”)amended, stored on, any site owned or any comparable state law, (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled operated by the Company or have been Released atits Subsidiaries, on or under except for any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Companyforegoing in compliance with Environmental Laws. For purposes of this Section 3.16, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.“

Environmental. (a) Except as would not, individually or set forth in the aggregatecorresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its Subsidiaries and each of the Mining Operations is and has been in compliance with with, and not subject to neither the Company nor any known liability under applicable of its Subsidiaries has any Liabilities under, any and all Environmental Laws (as defined below), Laws; (ii) the Company and each of its Subsidiaries, directly or through the Contractors possesses, has made possessed and is and has been in compliance in all filings and provided all notices required under material respects with all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, Permits; (iii) (a) there are no Actions pending Proceedings or, to the Knowledge of the Seller, threatened against either the Company or any of its Subsidiaries or to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is in violation of or has any Liability under Environmental Laws or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the Company and its Subsidiaries under applicable Environmental Laws; (v) neither the Company nor any of its Subsidiaries nor to the Knowledge of the Seller either of the Contractors has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any of its Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Laws affecting Site Assessment dated March 8, 2010 by Xxxx X. Xxxx Company Mining and Geological Consultants made available to Purchaser; (vii) except for the CompanyContract Mining Agreements, (b) neither the Company has not received nor any demandof its Subsidiaries has, claim either expressly or notice by operation of violation Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Environmental Laws and Governmental Authority (c) except with regard to the knowledge transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the CompanySeller’s Disclosure Schedule, there is no Proceeding, notice or demand letter or request for information threatened against neither the Company nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental LawLaws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (ivB) 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”)underground storage tanks, or any comparable state law, (viC) no property or facility of asbestos-containing material at the Company (a) is 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyReal Property.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint or penalty has been received by any of the Company is in compliance with Debtors, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company, threatened which allege a violation of or liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasin each case relating to any of the Debtors, (b) each Debtor has received (including timely application for renewal of the same), and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings 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 respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company or have been Released at, on or Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored or controlled handled by any of the Company Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, and (except as may be allowed by permite) andthere are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, which has not been made available to the knowledge Commitment Parties prior to the date hereof. Notwithstanding the generality of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyrepresentations and warranties in this Agreement, the representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to Environmental Laws or Hazardous Materials.

Environmental. Except as would notfor any condition or other matter described in Exhibit 5.16 hereto, individually (a) Seller (in connection with the Transferred Banking Center), the Leased Property and the Transferred Banking Center, to Seller’s knowledge, are, and during the Ownership Period have been, in compliance in all material respects with all applicable federal, state, and local laws, regulations, and ordinances relating to the environment, human health and safety, and natural resources, including without limitation, the release or discharge of hazardous substances, pollutants or other regulated materials or wastes (“Hazardous Substances”) into the indoor or ambient air, ground or water (the “Environmental Laws”); (b) there are no actions, suits, claims, notices of violation, orders or proceedings pending or, to Seller’s knowledge, threatened against Seller or any other person, with respect to the Leased Property or the Transferred Banking Center by or before any governmental authority or agency or by any third party which in any way relates to any Environmental Laws or to any presence of or exposure to any Hazardous Substances; (c) to Seller’s knowledge, there has been no Hazardous Substance handled, stored, disposed of, or released in, on, under or from the Transferred Banking Center or Leased Property in a manner or in the aggregatean amount or concentration that would trigger any required notice, reasonably be expected to have a Material Adverse Effectinvestigation, (i) the Company is in compliance with and not subject to any known remedial action, or material liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws; (d) to Seller’s knowledge, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting regulated asbestos-containing materials, toxic mold or lead-based paint present at the Company, Transferred Banking Center; (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (ce) to the knowledge of the CompanySeller’s knowledge, there is are, and have been, no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) at, underground storage tanks located on or under any facility ownedthe Transferred Banking Center or Leased Property; and (f) Seller has made, operatedor within ten (10) calendar days of the date hereof will make, leased available to Purchaser copies of all environmental and health and safety studies, reports and audits in the possession 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, control of Seller related to the knowledge of Leased Property or the CompanyTransferred Banking Center (the “Existing Environmental Reports”). To Seller’s knowledge, none of there are no environmental and health and safety studies, reports or audits related to the facilities owned, operated, leased or controlled by Leased Property other than the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyExisting Environmental Reports.

Environmental. Except as would not, individually or in set forth on Section 4Q of the aggregate, reasonably be expected to have a Material Adverse EffectCompany Disclosure Letter, (i) neither the Company is in compliance with and not subject to nor any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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) its Subsidiaries (a) there are no pending Proceedings with respect has received any material written communication from, or been subject to a material claim asserted in writing by, any Environmental Laws affecting the Companythird party (including, without limitation, a governmental authority), or (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedinghas been subject to any material investigation by a governmental authority, notice that, in the case of (a) or demand letter or request for information threatened against (b) above, alleges that the Company under or any of its Subsidiaries is not in material compliance with any Environmental LawLaws and which allegation has not been resolved, (ii) the Company and its Subsidiaries hold, and are in material compliance with, all material permits, licenses and governmental authorizations required to be obtained by the Company or its Subsidiaries under Environmental Laws, and 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 treated, stored, disposed of, arranged for or permitted the disposal of, transported or released any substance, pollutant, contaminant or waste in a manner or location that has given rise to, 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) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility properties or property facilities currently or formerly owned, operated, leased or controlled operated by the Company or any 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 Company or any of its Subsidiaries, or, to the 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 cleanup, corrective action, other response action or damages or injuries to persons, property or natural resources under Environmental Laws; and (v) no Liens arising under Environmental Laws are recorded against any property owned or leased by the Company has not received notice that it has been identified or any of its Subsidiaries. As used in this Agreement, the term “Environmental Laws” means the Clean Air Act, as a potentially responsible party under amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, as amended (“CERCLA”), or the Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, and any comparable state lawother foreign, (vi) no property or facility of the Company (a) is listed orfederal, to the knowledge of the Companyprovincial, 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 authoritylaws, (vii) no Hazardous Materials regulations or ordinances regulating or imposing standards of conduct or liability relating to pollution or protection of the environment or worker health and safety as the foregoing are being released (as defined below) at, enacted and in effect 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, prior to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyClosing.

Environmental. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (ia) the Company is and each of its Subsidiaries are in compliance with all, and have not subject to any known liability under violated any, applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, ; (b) 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 date hereof have been conducted, and neither the Company nor any of its Subsidiaries has not received any demandnotice that, claim and to the Knowledge of the Company there is no basis for any such Permit to be revoked, not re-issued, or notice of violation of any Environmental Laws and adversely modified; (c) there are no Actions pending or, to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against or affecting, the Company or any of its Subsidiaries alleging any violation of or liability (i) under any Environmental Law, or (ivii) no Lien arising out of the presence or restriction has been recorded release of any 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 with respect 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 any assets, facility or property owned, operated, leased or controlled by the Knowledge of the Company, (v) no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company has not received notice that it has been identified as a potentially responsible party under or any of its Subsidiaries or any other location (including any facility for the Comprehensive treatment, storage, or disposal of Materials of Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”Concern), in such circumstances or under such conditions that could reasonably be expected to result in liability to the Company or any comparable state law, of its Subsidiaries pursuant to Environmental Laws or adversely affect any of them; and (vif) no property or facility of neither the Company (a) is listed nor any of its Subsidiaries has assumed or retained, by contract or, to the knowledge Knowledge of the Company, proposed for listing on by operation of Law, any liability under Environmental Laws or regarding any Materials of Environmental Concern. As used herein, “Environmental Laws” means Laws and Orders relating to protection of 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 CERCLAenvironment, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 protection of human health and safety as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release environmental conditions or by exposure to Materials of Hazardous Materials originating or emanating from any other propertyEnvironmental Concern.

Environmental. Except as described on Schedule 3.06: (i) to the Knowledge of Seller, the Real Property is in compliance with all applicable Environmental Laws, except where the failure to be in compliance would notnot have a material adverse effect on the Purchased Assets, individually taken as a whole; (ii) Seller has not received written notification within the three-year period preceding the date of this Agreement from any Governmental Entity with respect to any current material violations of or in liability under any Environmental Laws concerning the aggregatePurchased Assets; (iii) to the Knowledge of Seller, there are no claims, actions, suits or Legal Proceedings pending or threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the Purchased Assets; (iv) to the Knowledge of Seller, there has been no Release or threatened Release at, on, under or from the Purchased Assets of any Hazardous Materials except such matters as would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Purchased Assets, taken as a whole; (iv) to the Company is Knowledge of Seller, there are no facts or circumstances that could reasonably be expected to result in compliance the imposition of liability pursuant to Environmental Law upon Buyer with respect to the Purchased Assets, except such matters as would not reasonably be expected to have a material adverse effect on the Purchased Assets, taken as a whole; (vi) Seller has provided to Buyer copies of the reports and not subject investigations within its possession or control regarding the environmental condition of the Purchased Assets that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and complete list of all material Environmental Permits pertaining to any known liability under applicable the Project; (viii) Seller currently has all material Environmental Laws (Permits that are required for the operation of the Project as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance withpresently operated, all permits required under any applicable Environmental Laws, each of which is are in full force and effect, ; and (iiiix) to the Knowledge of Seller (a) there are no pending Proceedings with respect Seller is not in violation of any terms or conditions of any such Environmental Permit, other than any such violation, breach or default that would not reasonably be expected to any Environmental Laws affecting have a material adverse effect on Seller, the CompanyProject or the Purchased Assets, (b) the Company has not received any demand, claim or no written notice of a pending violation of any material Environmental Laws Permit has been received by Seller, and (c) no proceeding is pending or threatened to revoke, prevent the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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”)renewal of, or limit any comparable state lawsuch material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to Environmental Laws, (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyConditions and Environmental Permits.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) To the Company's knowledge, the businesses as presently or formerly engaged in by the Company is and its Subsidiary are and have been conducted in compliance in all material respects with and not subject to any known liability under 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 has made all filings and provided all notices required its Subsidiary (including, without limitation, soil, groundwater or surface water on, under all or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any Hazardous Substance other than as permitted under applicable Environmental LawsLaw (provided, and hashowever, and that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectlimited 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, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect or, to any Environmental Laws affecting the Company's knowledge, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or its Subsidiary with respect to the Company, its Subsidiary or the Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or its Subsidiary concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by at 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 lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility transported from any of the Properties during the time such Property was owned or operated by the Company (a) is listed oror its Subsidiary, other than as permitted under applicable Environmental Law or other than as would not be material 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 authorityCompany and its Subsidiary taken as a whole, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the 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, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof 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, operatedhowever, leased that with respect to Properties formerly owned or controlled operated by the Company or have been Released atits Subsidiary, on the representations in this subsection (viii) are limited to the period the Company or under its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is no asbestos present in any facility owned, operated, leased Property presently owned or controlled operated by the Company or its Subsidiary, and no asbestos has been removed from any Property while such Property was owned or operated by the Company or its Subsidiary, (except as may be allowed by permitx) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled 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 adversely affected by presently subject to, any Release of Hazardous Materials originating material liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) The Sellers, the Company is in compliance Transferred Assets and the Business comply and at all times have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) to the Company has made all filings and provided all notices required knowledge of the Sellers, no Hazardous Substances (as defined below) are present at or have been Released or threatened to be Released from, onto or under all applicable any of the properties currently owned, leased, operated or otherwise used by the Sellers (including, without limitation, soils, groundwater, surface water, buildings or other structures) in contravention of Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the CompanySellers, there is no ProceedingHazardous Substances were present at or Released or threatened to be Released from, notice onto or demand letter under any of the properties formerly owned, leased, operated or otherwise used by the Sellers or their respective predecessors or the Business during the period of ownership, lease, operation or use by any of the Sellers or their respective predecessors or the Business in contravention of Environmental Laws, (iv) none of the Sellers or their respective predecessors with respect to the Transferred Assets or the Business are subject to any known liability or obligation in connection with Hazardous Substances present or Released at any location owned, leased, operated or otherwise used by any third party, (v) none of the Sellers or the Business has received any written notice, demand, letter, claim or request for information threatened against alleging that any of the Company Sellers, the Transferred Assets or the Business is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien none of the Sellers, the Transferred Assets or restriction has been recorded under the Business is subject to any Environmental Law order, decree, injunction or other directive of any Governmental Authority with respect solely to Environmental Laws and none of the Sellers, the Transferred Assets or the Business is subject to any assets, facility indemnity or property owned, operated, leased other agreement with any person 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 entity relating to Hazardous Substances except for indemnity obligations owed to Sellers' landlords and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is 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 authoritySeller Senior Lenders, (vii) no Hazardous Materials are being released Sellers have provided to Purchaser the following: (as defined belowA) ata copy of each permit or pending application for any permit and each order, judgment, decree, consent agreement or similar document imposing material obligations on the Sellers issued pursuant to or under in connection with 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, Environmental Law and relating to the knowledge Business or the Transferred Assets; (B) copies of all material reports in the custody or control of Sellers, including, without limitation, "Phase I," "Phase II," "environmental assessment" and similar reports, relating to the environmental condition of the Company, none Business or the Transferred Assets or the compliance of the facilities ownedBusiness or the Transferred Assets with Environmental Laws; (C) documentation, operatedif applicable, leased showing the compliance of Sellers with any material financial responsibility requirements of any applicable Environmental Law in connection with the Business or controlled by the Company are adversely affected by Transferred Assets; and (D) documentation, if applicable, demonstrating the compliance of Sellers with any Release applicable Environmental Laws that condition, restrict, or prohibit the transfer, sale, lease, assignment or closure of Hazardous Materials originating any of the Business or emanating from the Assets, including, without limitation, any other propertyso-called "Environmental Cleanup Responsibility Acts" or "environmental property transfer laws."

Environmental. (A) Except as would not, individually or disclosed in the aggregateenvironmental reports set forth in Section 3.01(l)(viii) of the Welltower Disclosure Letter (the “Environmental Reports”), reasonably be expected Welltower has no Knowledge of any violation of any Environmental Law related to have a Material Adverse Effectthe real property and all buildings, structures and other improvements thereon constituting the Facilities or of any presence or release of any Hazardous Materials in or from the real property and the buildings, structures and other improvements thereon constituting the Facilities in violation of or requiring remedial action pursuant to Environmental Laws. Except for de minimis amounts of Hazardous Materials used, stored, handled, generated and disposed of in accordance with Environmental Laws and used in connection with the ordinary maintenance and operation of the Facilities, none of Welltower, [Names of Transferred Entities, if any] or any Seller has, nor, to Welltower’s Knowledge and except as disclosed in the Environmental Reports, has any other party, (i) manufactured, introduced, released or discharged any Hazardous Materials (including asbestos) from or onto the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)Facilities, or (ii) used the Company has made all filings and provided all notices required under all applicable Facilities or any part thereof for the generation, treatment, storage, handling or disposal of such Hazardous Materials. Except as set forth in the Environmental LawsReports, and hasto Welltower’s Knowledge, 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 underground storage tanks located on the real property constituting the Facilities. Except for the Environmental Reports, none of Welltower, [Names of Transferred Entities, if any] or any Seller has in its possession or control any environmental assessments or studies prepared on behalf of any of Welltower, [Names of Transferred Entities, if any] or any Seller with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or real 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 lawbuildings, (vi) no property or facility of structures and other improvements thereon constituting the Company (a) is 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyFacilities.

Environmental. Except as would notDebtor is fully familiar with the present use of the Premises, individually and, to the extent that Debtor or Lessee has previously obtained a Phase I environmental report with respect to any of the Premises, Debtor has become generally familiar with the prior uses of such Premises. During the period in which Debtor or Lessee has had a fee or leasehold interest in the aggregatePremises, reasonably be expected and except as disclosed in the reports delivered pursuant to have a Material Adverse EffectSection 9.E (the "Reports"), (i) no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Company is Premises, except in De Minimis Amounts and in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has(ii) no Release or Threatened Release has occurred at or on the Premises. Furthermore, Debtor has no actual knowledge that, during the period prior to Lessee's acquisition of a fee or leasehold interest in the Premises, and is except as disclosed in the Reports, (i) any Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Premises, except in De Minimis Amounts and in compliance with, with all permits required under any applicable Environmental Laws, each or (ii) any Release or Threatened Release has occurred at or on the Premises. The activities, operations and business undertaken on, at or about the Premises during the period in which Debtor or Lessee has had a fee or leasehold interest in the Premises, including, but not limited to, any past or ongoing alterations or improvements at the Premises, are and have been in compliance with all Environmental Laws, except such noncompliance as would not have a Material Adverse Effect and except as disclosed in the Reports, and Debtor has no actual knowledge that any such activities, operations or business undertaken on, at or about the Premises during the period prior to Lessee's acquisition of which a fee or leasehold interest in the Premises were not in compliance with all Environmental Laws except such noncompliance as would not have a Material Adverse Effect and except as disclosed in the Reports. No further action is required to remedy any Environmental Condition or violation of, or to be in full force and effectcompliance with, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting Laws, and no lien has been imposed on the CompanyPremises by any Governmental Authority in connection with any Environmental Condition, (b) the Company has not received any demand, claim violation or notice of threatened violation of any Environmental Laws and (c) or the presence of any Hazardous Materials on or off the Premises during the period in which Debtor or Lessee has had a fee or leasehold interest in the Premises or, to Debtor's actual knowledge, during the knowledge period prior to Lessee's acquisition of a fee or leasehold interest in the Company, there Premises. There is no Proceeding, notice or demand letter or request for information threatened against the 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 listed pending or, to the knowledge best of Debtor's knowledge, threatened litigation or proceeding before any court, administrative agency or Governmental Authority in which any person or entity alleges the Companyviolation or threatened violation of any Environmental Laws or the presence, proposed for listing Release, Threatened Release or placement on or at the National Priorities List under CERCLA Premises of any Hazardous 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 state list employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive any 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 Materials are being released (as defined below) Laws at, on or under in connection with the Premises or that there exists a presence, Release, Threatened Release or placement of any facility owned, operated, leased or controlled by the Company or have been Released at, Hazardous Materials on or at the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on the Premises; (b) received any notice under the citizen suit provision of any facility ownedEnvironmental Law in connection with the Premises or any facilities, operatedoperations or activities conducted thereon, leased or controlled by 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 Company (except as may be allowed by permit) and, to the knowledge violation or threatened violation of the Company, none of the facilities owned, operated, leased any Environmental Laws or controlled by the Company are adversely affected by any Release existence of Hazardous Materials originating relating to the Premises or emanating from any other propertyfacilities, operations or activities conducted thereon or any business conducted in connection therewith.

Environmental. (a) Except as would notdisclosed in Section 2.21(a) of the Company Disclosure Schedule, individually or in to the aggregate, reasonably be expected to have a Material Adverse Effectactual knowledge of Company, (i) Company is in full compliance with and not in violation of all applicable Environmental Laws; (ii) Company has not received any order, direction or other communication (written or oral) that alleges that Company is not in full compliance with all, or has any liability under any, applicable Environmental Laws in effect on the date hereof or claiming any fine, damages, costs of clean-up or remediation of real property or which may require any person to do or cease doing any act or undertaking; (iii) all Permits and other governmental authorizations currently held by Company pursuant to Environmental Laws (true and complete copies of which Permits and other governmental authorizations will be delivered to Merge on or before the Delivery Date) are in full force and effect, Company, is in compliance with all of the terms of such Permits and authorizations, no other Permits or authorizations are required by Company, there are no conditions, including, but not subject limited to, renewal dates, revocations, modifications, limitations or transfer restrictions that will affect the continued validity on the same terms and conditions after giving effect to the transactions contemplated by this Agreement and the Transaction Agreements of all such Permits or authorizations and no consent to the transactions contemplated by this Agreement or the Transaction Agreements is required to maintain the validity of or compliance with any known liability of such Permits or authorizations; (iv) Company has not failed to report any Environmental Matter where required under applicable Environmental Laws Laws; (as defined below), (iiv) the Company has made all filings not failed to maintain any environmental and provided all notices operating documents, books and records in the manner and for the periods required under all applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 environmental audit, evaluation, assessment, study or facility test of any of the operations or property of Company (a) is listed orbeing or has been conducted or performed at the request, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA direction 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, order or on behalf of any comparable list maintained by any state or local governmental authority, Governmental Entity; (vii) no environmental audit, evaluation, assessment, study or test of any of the operations or property of Company is in the possession or control of Company, is being or has been conducted or performed at the request or direction or on behalf of Company except as set forth in Section 2.21(a) of the Company Disclosure Schedule (true and complete copies of any audit, evaluation, assessment, study or test listed in Section 2.21(a) of the Company Disclosure Schedule will be delivered to Merge on or before the Delivery Date); and (viii) no real property owned or leased by Company, based on the actual knowledge of Company, has problems involving Hazardous Materials are being released (as defined below) 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 previously had a problem where there is no verification of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyremediation.

Environmental. Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) All operations of the Company and its Subsidiaries are in compliance with all applicable Laws relating to the protection of the environment, health or safety (collectively “Environmental Laws”); (b) None of the Company or any of its Subsidiaries: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)proceeding or order which relates to environmental, health or safety matters, and which would require any material work, repairs, construction or expenditures; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companynotice, there is no Proceeding, notice or demand letter or request for information threatened against or written communication alleging the Company 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 (iv“Hazardous Substances”); or (iii) no Lien has received written notice, or restriction has been recorded to the Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law with respect that would be applicable 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 operations of the Company (a) is 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 cleanupits 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, licenses, 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, (bii) is listed all such Environmental Permits are valid and in the Comprehensive Environmental Responsegood standing, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, and (viiiii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by none of the Company or have any Subsidiary is aware of or has 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected advised by any Release Governmental Entity of Hazardous Materials originating any actual or emanating from potential change in the status or terms and conditions of any other property.Environmental Permit;

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected could not result in any Damages (as defined in Section 7.2(a) hereof) to have any of the Seller Entities, the Assets or the Business, individually or in the aggregate, of a Material Adverse Effect, value greater than $50,000: (i) the Company is Sellers, Seller Parent (in compliance connection with the Business), the Assets and not subject to any known liability under the Business comply and at all times have complied with all applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsno Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, and has, and is in compliance with, all permits required onto or under any applicable Environmental Lawsof the properties currently owned, each of which is leased, operated or otherwise used by the Sellers (including soils, groundwater, surface water, buildings or other structures) or Seller Parent (in full force and effectconnection with the Business), (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 Sellers, Seller Parent (ain connection with the Business) there or the Business during the period of ownership, lease, operation or use by any of the Sellers, Seller Parent (in connection with the Business) or the Business, (iv) none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business are no pending Proceedings with respect subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) none of the Company Seller Entities or the Business has not received any notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that any of the Company Sellers, Seller Parent (in connection with the Business), the Assets or the Business is or may be in violation of or liable 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities ownedSellers, operatedSeller Parent (in connection with the Business), leased any of the Assets or controlled by the Company are adversely affected by Business is subject to any Release order, decree, injunction or other directive of any governmental authority and none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business is subject to any indemnity or other agreement with any person or entity relating to Hazardous Materials originating or emanating from any other property.Substances and

Environmental. (a)Except as set forth in Schedule 4.07 or as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on NMD or the Assets or the Operations related thereto: (i) the Assets and the Operations related thereto are in compliance with all applicable Environmental Laws; (ii) to the knowledge of NMD, no circumstances exist with respect to the Assets and the Operations related thereto that give rise to an obligation by NMD to investigate, remediate, monitor or otherwise address the presence, on‑site or offsite, of Hazardous Materials under any applicable Environmental Laws, except as is currently being performed under applicable law or permit requirements; (iii) the Assets and the Operations related thereto are not subject to any pending or, to the knowledge of NMD, threatened, claim, action, suit, investigation, inquiry or proceeding, and, to the knowledge of NMD, there is no existing state of facts or circumstances that would be reasonably likely to give rise to any of the foregoing, under any Environmental Law (including, without limitation, designation as a potentially responsible party under CERCLA or any similar local or state law); (iv) all notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed under any Environmental Law in connection with the Assets and the Operations related thereto (the “Environmental Permits”) have been duly obtained or filed and are valid and currently in full force and effect; (v) there has been no release of any Hazardous Material into the environment by NMD or in connection with the Assets and the Operations related thereto, except in compliance with all applicable Environmental Laws; (vi) there has been no exposure of any person or property to any Hazardous Material in connection with the Assets and the Operations related thereto, except as would not reasonably be expected to give rise to a claim, action, suit or proceeding by or on behalf of such person or property; (vii) NMD has maintained all environmental and operating documents and records associated with the Assets and the Operations related thereto in the manner and for the time periods each Environmental Law requires. Except as would not, individually or in the aggregate, have, or reasonably be expected to have have, a Material Adverse Effect, (i) Effect on the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) Assets or the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental LawsOperations related thereto, each of which the Environmental Permits is valid and in full force and effect, (iii) (a) and no violation thereof has been experienced, noted or recorded and there are no legal proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 listed or, to the knowledge of the CompanyNMD, proposed for listing on the National Priorities List under CERCLA threatened to revoke or limit 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Permits. .

Environmental. Except as would not(i) To the knowledge of Seller Parties, individually the real property owned, leased or operated by any of Seller Parties currently or in the aggregatepast or that currently secures any loan or extension of credit of any of Seller Parties, reasonably be expected to have a Material Adverse Effect, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) the Company does not contain and is in compliance with and not subject to contaminated by any known liability under applicable Environmental Laws (as defined below), Hazardous Substance; (ii) does not contain and has not previously contained underground storage tanks; (iii) has never been used for the Company 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 made all filings and provided all notices required under all applicable never been the subject of any activities representing a violation or alleged violation of any Environmental Laws, and hasLaw or any report to or action by a Governmental Authority pursuant to any Environmental Law, and is in full compliance with, with all permits required under any applicable Environmental Laws; (v) does not otherwise contain a condition that is or may be a threat to the safety or health of the public or environment; (vi) has not had any release of any Hazardous Substance from, each on, in or upon it and does not face any risk of which is in full force contamination by any Hazardous Substance from any other property; and effect(vii) has never been the subject of an environmental audit or assessment, (iii) (a) there are no pending Proceedings with or remedial action for an environmental problem. With respect to any Environmental Laws affecting real property owned, lease or operated by any of Seller Parties in the Companypast, (bbut not currently owned, leased or operated by any of Seller Parties, the representations set forth above in this Section 5(u) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) shall be deemed to the knowledge apply as of the Companylast date that any of Seller Parties owned, there leased or operated the property in question. (ii) To their knowledge, Seller Parties: (i) have never sent a Hazardous Substance to a site that is no Proceedingcontaminated by any Hazardous Substance or that, notice or demand letter or request for information threatened against the Company under 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 in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance with all Environmental Laws in all of their activities and operations; (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any Governmental Authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of 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) no Lien 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 restriction has been recorded materially modified as a result of this transaction), and generated and maintained all required data, documentation and records under all Environmental Laws. (iii) No material expense or change in the business of any of Seller Parties will be required to comply with any prospective requirement adopted or promulgated prior to the date hereof under any Environmental Law with respect and to be applicable to the business of any assetsof Seller Parties in the future. (iv) Schedule 5(u) identifies all environmental reports, facility audits 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”)assessments, or any comparable state lawoccupational health studies, (vi) no property or facility of the Company (a) is listed orthat, to the knowledge of the CompanySeller Parties, proposed for listing on the National Priorities List under CERCLA relate to properties or facilities now or formerly leased, owned or operated by 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 CERCLASeller Parties undertaken by Governmental Authorities or other parties, or on any comparable list maintained by any state of Seller Parties, or local governmental authorityby --14-- any of their lenders, agents, independent contractors or representatives. Seller Parties have heretofore delivered to Purchaser true and complete copies of each such document and each environmental license, certificate or permit. (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.v)

Environmental. Except as set forth on Schedule 2.9, and except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (i) result in any Seller or the Company is in compliance with and not subject to any known Real Property incurring material liability under any applicable Environmental Laws Law (as defined below), (iia) each Seller is and has been in compliance in all material respects during the Company has made last five (5) years from the date hereof with all filings and provided all notices required under all Environmental Laws applicable Environmental Lawsto the Business, the Purchased Assets, and hasthe Real Property, which compliance includes obtaining, maintaining and is complying in compliance withall material respects with all permits, all permits licenses or other authorizations required under any applicable by Environmental Laws, each Law for the operation of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the CompanyBusiness or use of the Real Property, (b) no claims are pending or, to Seller’s Knowledge, threatened against any Seller, the Company has not received any demandBusiness, claim the Purchased Assets or notice of the Real Property alleging a violation of any of, or liability under, Environmental Laws and Laws, (c) to Seller’s Knowledge, there are no conditions resulting from the knowledge operations of the CompanyBusiness or existing at or resulting from the Purchased Assets or any Real Property that would reasonably be expected to result in the owner or operator of the Business or the Real Property incurring material liability under Environmental Laws, (d) to Seller’s Knowledge, there has been no release by any Seller of Hazardous Materials on, at, or under any Real Property, (e) there is no Proceedingpending or, to Seller’s Knowledge, threatened Action by any Person arising from or related to electromagnetic spectrum pollution or emissions generated by or originating from the Stations or otherwise related to the operation of the Business by Sellers, (f) to Seller’s Knowledge, the operations of the Business do not materially exceed the permissible levels of exposure to RF radiation specified in the Communications Laws or under Environmental Laws, (g) during the last five (5) years from the date hereof, no Seller has received any written request for information, notice of violation or demand letter other communication from any Governmental Entity or request for information threatened against the Company third party alleging a violation of or liability under any Environmental Law, and (ivh) no Lien each Seller has made available, or restriction has will make available prior to Closing, to Buyer copies of all material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Business, the Purchased Assets or the Real Property that are in the possession of such Seller and that have been recorded under obtained in the last five (5) years. For purposes of this Agreement, the following terms have the following meanings: (i) “Environmental Law” shall mean any Environmental Law and all federal, state or local laws (including common law), statutes, rules, regulations, codes, policies, ordinances, orders, injunctions and directives, in effect on or prior to the Closing Date: (a) related to releases or threatened releases of, or exposure to, any Hazardous Materials; (b) governing the use, treatment, storage, disposal, transport or handling of Hazardous Materials; or (c) related to pollution or the protection of the Environment or human or worker health and safety (with respect to any assetsmanagement of or exposure to hazardous substances). Such Environmental Laws include, facility or property ownedwithout limitation, operatedthe following federal laws: the Resource Conservation and Recovery Act, 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 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, and Liability Information System List promulgated pursuant Act, the Emergency Planning & Community Right-to-Know Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Occupational Health and Safety Act, as it relates to CERCLAmanagement of or exposure to hazardous substances, and the Toxic Substances Control Act.; (ii) “Hazardous Materials” shall mean (A) all chemicals, materials, substances or on wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant,” or words of similar meaning, defined, listed, classified, regulated or prohibited under any comparable list maintained Environmental Law, (B) all petrochemical or petroleum products or oil, and (C) any other chemical, material, substance, emission or media exposure to which may be harmful to human health or is prohibited, limited or regulated by any state or local governmental authorityEnvironmental Law; and (iii) “Environment” shall mean surface waters, (vii) no Hazardous Materials are being released (as defined below) atground waters, on or under any facility ownedsurface water sediment, operatedsoil, leased or controlled by the Company or have been Released atsubsurface strata, on or under any facility ownedbuildings, operatedindoor air, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any ambient air and other propertyenvironmental medium.

Environmental. Except as would not, individually or set forth in the aggregateQuestionnaires, reasonably be expected to have a Material Adverse Effect, (i) the Company is other than in De Minimis Amounts or in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental 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 best of Debtor's knowledge, by any prior owner of any of the Premises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, other than in De Minimis Amounts, no Release or Threatened Release has occurred at or on any of the Premises while in the possession and hascontrol of the Debtor and its Affiliates or, to the best of Debtor's knowledge, while in the possession and is control of any prior owner of any of the Premises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, the activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any past or ongoing alterations or improvements at each of the Premises, are and have been at all times in compliance with, with all permits required under any applicable Environmental Laws, each of 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 full force and effectcompliance in all material respects with, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting and no lien has been imposed on any of the CompanyProperties by any Governmental Authority in connection with any Environmental Condition, (b) the Company has not received any demand, claim violation or notice of threatened violation of any Environmental Laws and (c) to or the knowledge presence of any Hazardous Materials on or off any of the Company, there Premises. There is no Proceeding, notice or demand letter or request for information threatened against the 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 listed pending or, to the knowledge 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 presence, Release, Threatened Release or placement on or at any of the CompanyPremises of any Hazardous Materials, proposed for listing on the National Priorities List under CERCLA 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 state list employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive any 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 Materials are being released (as defined below) Laws at, on or under in connection with any facility ownedof the Premises or that there exists a presence, operatedRelease, leased Threatened Release or controlled by the Company or have been Released at, placement of any Hazardous Materials on or under at any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the CompanyPremises, none or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the facilities ownedPremises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operatedoperations or activities conducted thereon, leased or controlled by 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 Company are adversely affected by violation or threatened violation of any Release Environmental Laws or existence of Hazardous Materials originating relating to any of the Premises or emanating from any other propertyfacilities, operations or activities conducted thereon or any business conducted in connection therewith. Original Lender charged Debtor a fee for the Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or provide Debtor with any coverage thereunder. The information and disclosures in the Questionnaires are true, correct and complete in all material respects, FFCA may rely on such information and disclosures, and the Persons executing the Questionnaires were duly authorized to do so.

Environmental. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since December 31, 2017 or as is otherwise unresolved: (ia) no written notice, claim, demand, request for information, order, complaint or penalty has been received by any Company Party and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened, in each case which allege a violation of or liability under any Environmental Laws, relate to any Company is Party and have not been settled or resolved, (b) each Company Party has all environmental permits, licenses and other approvals, and has maintained all financial assurances, necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made other approvals and with all filings and provided all notices required under all other applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction Hazardous Material 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 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 Materials are being released (as defined below) at, on or under any facility property currently owned, operatedoperated or leased by any Company Party in a manner or circumstance or condition that would reasonably be expected to give rise to any cost, leased liability or controlled by the obligation of any Company or have been Released at, on or Party under any facility ownedEnvironmental Laws, operated, leased or controlled by the Company (except as may be allowed by permitd) and, to the knowledge Knowledge of the Company, none of the facilities no Hazardous Material has been generated, owned, operatedtreated, leased 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 under or relating to Environmental Laws, which in any such case has not been filed or posted by the Company are adversely affected as Company Information or made available to the Backstop Parties prior to the date hereof, and (f) no Company Party has entered into any consent decree, settlement or other agreement with any Governmental Authority or is subject to any order issued by any Release of Governmental Authority relating to any Environmental Laws or Hazardous Materials originating or emanating from any other propertyMaterials.

Environmental. (a) Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) since January 1, 2014, no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company is in compliance with and not subject to or any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsof its Subsidiaries, and hasthere are no judicial, and is in compliance withadministrative or other actions, all permits required suits or proceedings pending or, “to the Knowledge of the Company, threatened which allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Company or any of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Companyits Subsidiaries, (b) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2014, the Company and each of its Subsidiaries has been in compliance with all applicable Environmental Laws; (c) except as to matters that would not received any demandreasonably be expected to have, claim individually or notice in the aggregate, a Material Adverse Effect, the Company and each of violation its Subsidiaries has all environmental permits, licenses and other approvals to the operations of any the business of the Company and its Subsidiaries, and since January 1, 2014 has maintained all financial assurances, necessary for its operations to comply, in all respects, with all applicable Environmental Laws and (c) is, and since January 1, 2014, to the knowledge Knowledge of the Company, there is no Proceedinghas been, notice or demand letter or request for information threatened against in compliance with the Company under any Environmental Lawterms of such permits, licenses and other approvals, (ivd) 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 listed or, to the knowledge 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 Materials are being released (as defined below) Material is located at, on or under any facility property currently owned, operatedoperated or leased by the Company or any of its Subsidiaries that would reasonably be expected to give rise to any cost, leased liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (e) to the Knowledge of the Company, January 1, 2014, no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Company or have been any of its Subsidiaries and transported by (or on behalf of) the Company or any of its Subsidiaries to or Released atat any location in a manner that would reasonably be expected to give rise to any cost, on liability or obligation of the Company or any of its Subsidiaries under any facility ownedapplicable Environmental Laws that would reasonably be expected to have, operatedindividually or in the aggregate, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertya Material Adverse Effect.

Environmental. Except Landlord hereby warrants and represents to the best of its knowledge that, except as would notset forth below, individually the Premises does not contain asbestos, PCB transformers, or other hazardous, toxic or contaminated materials or substances, or underground fuel storage tanks or any other material or substance which is defined or classified as hazardous or toxic under federal, state or local law (the aforementioned all of which collectively shall hereinafter be referred to as “Hazardous Materials”). Landlord hereby covenants and agrees to indemnify and hold harmless Tenant and its directors, officers, employees, successors, legal representatives and assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or in the aggregateany way connected with or alleged or claimed to arise out of, reasonably result from or be expected to have a Material Adverse Effect, (i) the Company is in compliance any way connected with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 the use or occupancy of the Premises by the Landlord or any previous owner/occupant/user of the Premises, or any portion thereof, prior to any Environmental Laws affecting Tenant’s occupancy of the Company, Premises; (b) the Company has not received use or occupancy of the Premises by any demandsubsequent owner/occupant/user of the Premises, claim or notice any portion thereof, after Tenant’s occupancy of violation of any Environmental Laws and the Premises terminates; (c) to the knowledge violations by any prior or subsequent owner/occupant/user of the CompanyPremises of local, there is no Proceedingstate and/or federal laws and regulations, notice including all applicable environmental laws and regulations as well as any liabilities, resulting from the practices of the prior or demand letter subsequent owner/occupant/user whether or request for information threatened against not such practices were or could be deemed a violation of such laws and regulations; and (d) contamination of the Company Premises by Landlord or by its agents or employees during the Term hereof. Landlord’s obligations under any Environmental Law, Section 23 of this Lease shall survive the expiration or earlier termination of this Lease. Landlord has had a standard Phase I environmental audit (iv“First Audit”) no Lien or restriction performed on the Premises. Tenant has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled approved the nature and extent of the First Audit. Tenant has accepted the nature and extent of the testing done by the Companyconsultant and any testing requested by Tenant over and above a standard Phase I audit shall be paid for by Tenant. Tenant hereby covenants and agrees to indemnify and hold harmless Landlord and its directors, officers, employees, successors, legal representatives and assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (vincluding, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or in any way connected with or alleged or claimed to arise out of, result from or be in any way connected with (a) the Company has not received notice that it has been identified as a potentially responsible party under use or occupancy of the Comprehensive Environmental Response, Compensation and Liability Act Premises by the Tenant or any occupant/user of 1980, as amended (“CERCLA”)the Premises, or any comparable state lawportion thereof, (vi) no property or facility during the Term of the Company (a) is 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, this Lease; and (b) is listed violations by Tenant or any occupant/user of the Premises during the Term of this Lease of local, state and/or federal laws and regulations, including all applicable environmental laws and regulations as well as any liabilities resulting from the practices of Tenant or any occupant/user of the Premises during the Term of this Lease whether or not such practices were or could be deemed a violation of such laws and regulations. The indemnification provided by Tenant 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 preceding sentence shall not be applicable if it can be demonstrated that the Hazardous Materials are being released (found on the Premises were present on the Premises prior to the Commencement Date, nor shall it be applicable in the event that the source of any contamination is from adjacent properties or otherwise as defined below) ata result of the actions of the Landlord, its agent or employees. Landlord understands that Tenant is relying solely on the Landlord’s warranties and representations made hereunder and the results of the First Audit, regarding the existence of any Hazardous Materials on or about the Premises. Tenant, at any time and from time to time during the Term of the Lease, shall have the right to conduct inspections, tests, surveys and other studies for the purpose of identifying the existence in, on or about the Premises of Hazardous Materials. It is understood, however, that Tenant shall have no obligation to make such inspection, tests, surveys and studies and the fact that Tenant does not make them shall in no way reduce the Tenant’s rights nor the Landlord’s obligations under this Lease. All exceptions to the foregoing representations and warranties are listed below: None, except any facility owned, operated, leased or controlled matters revealed 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyFirst Audit.

Environmental. Except as disclosed on Schedule 3.14(a): (a) Hazardous Substances have not been generated, recycled, used, treated, or stored on, transported to or from, or released or disposed on, real property by the Seller or on any property adjoining or adjacent to such real property except in a manner which would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect, any liability under any Environmental Laws and in compliance with Environmental Laws; (ib) the Company Seller is in compliance in all respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, holds and is in compliance with, with all permits required under any applicable Environmental Laws, each of which is in full force Permits; all Environmental Permits have been provided to Buyer prior to the date hereof and effect, are listed on Schedule 3.14(b); (iii) (ac) there are no pending Proceedings with respect or, to the Seller Parties’ knowledge, threatened, Environmental Claims against the Seller or any real property occupied or used by the Seller; (d) there are no facts, circumstances, conditions, or occurrences regarding the Seller’s past or present business or operations on any real property owned, occupied, operated or used by the Seller that will or would (i) form the basis of an Environmental Claim against the Seller, its assets, or any real property owned, occupied, operated or used by the Seller or (ii) cause any real property currently owned, occupied, operated or used by the Seller or the Seller’s assets to be subject to any Environmental Laws affecting the Companyrestrictions on its ownership, (b) the Company has not received any demandoccupancy, claim use, or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company transferability under any Environmental Law; (e) there are no (i) underground storage tanks or sumps (ii) landfills, (iii) surface impoundments, (iv) no Lien other units for the treatment, storage or restriction has been recorded disposal of Hazardous Substances; (v) asbestos or (vi) polychlorinated biphenyls at, on, in or under any Environmental Law with respect to any assets, facility or real property owned, operatedoccupied, leased operated or controlled used by the Company, Seller; (vf) neither the Company has not received notice that it has been identified as a potentially responsible party under Seller nor any real property occupied or used by 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) Seller is listed or, to the knowledge of the Company, or proposed for listing on the National Priorities List under CERCLA or on any state similar federal, state, or foreign list of hazardous substance sites requiring cleanupinvestigation or clean-up, nor has the Seller received any notice as a potentially responsible party under the foregoing; (bg) there are no Environmental Permits that are nontransferable or require consent, notification, or other action to remain in full force and effect following the consummation of the transactions contemplated hereby; and (h) the Seller has no liability or obligation, and has not entered into an agreement or consent order assuming, any liability or obligation, under any Environmental Law (including any obligation to remediate any Environmental Condition whether caused by the Seller or any other Person). The Seller has delivered to the Purchaser true, correct and complete copies of all environmental investigations, studies, audits, tests, reviews, or other analyses by or on behalf of the Seller or that are available to the Seller, each of which 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertySchedule 3.14(c).

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (or with respect to clauses (c) and (e) below, where the failure, either individually or in the aggregate, to take such actions could not be reasonably be expected to have a Material Adverse Effect, ): (ia) the Company is in compliance Debtors, their Subsidiaries, their Real Properties and Oil and Gas Properties and the operations conducted thereon, comply and have complied with and not subject to any known liability under applicable Environmental Laws (as defined below)and, (ii) to the Company has made all filings and provided all notices required under all applicable knowledge of Debtors, any operations conducted thereon by any prior owner or operator of such property complied with Environmental Laws, and has(b) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Debtors, and is in compliance withthere are no Legal Proceedings pending or, all permits required to the knowledge of the Debtors, threatened which allege a violation of or liability under any applicable Environmental Laws, in each case relating to any of which is the Debtors, (c) each Debtor has received (including timely application for renewal of the same), and maintained in full force and effect, (iii) (a) there are no pending Proceedings 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 respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (cd) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, leased liability or controlled obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (e) no Hazardous Material has been Released, generated, treated, stored or handled by any of the Debtors or their Subsidiaries in a manner that could give rise to any liabilities, including liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws, (f) none of the Debtors or any of their Subsidiaries has owned or operated any Real Property, Oil and Gas Property, or facility (and no such property or facility is contaminated by any such Hazardous Material) in a manner that has given or would give rise to any liabilities, including liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws, (g) Hazardous Materials, if any, generated by the Company Debtors or any of their Subsidiaries at any and all Real Property and Oil and Gas Property of any such Subsidiary have in the past been Released attransported, on or under any facility ownedtreated and disposed of in compliance with Environmental Laws then in effect, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of such Debtor, transport carriers and treatment and disposal facilities known by such Debtor to have been used by it are not the Companysubject of any existing action, none investigation or inquiry by any Governmental Entity under any Environmental Laws, (h) no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the facilities ownedDebtors under any Environmental Laws other than future costs, operatedliabilities and obligations associated with remediation at the end of the productive life of a well, leased facility or controlled by pipeline that has produced, stored or transported hydrocarbons, (i) no Debtor has any known pending investigation, monitoring, removal or remedial obligations under applicable Environmental Laws in connection with any Release or threatened Release of any Hazardous Materials into the Company are adversely affected environment by any Release Debtor or any Subsidiary thereof and (j) there are no agreements in which any of Hazardous Materials originating or emanating from the Debtors has expressly assumed responsibility for any known obligation of any other propertyPerson arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof.

Environmental. Except as would not, individually or set forth in Section 4.15 of the aggregate, reasonably be expected to have a Material Adverse EffectSeller Disclosure Schedule, (ia) the Company Business has within the past five years been and is in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, (b) the Business possesses and is in material compliance with, with all permits Authorizations required under Environmental Law for the conduct of its operations as of the Closing Date, no appeal or any other action is pending to revoke any such Authorization, and to the extent required by applicable Environmental LawsLaw, each the Business has applied in a timely fashion for the renewal of which is in full force and effectany such Authorizations, (iii) (ac) there are no Actions pending Proceedings with respect to any Environmental Laws affecting the Companyor, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge Knowledge of the CompanySeller, there is no Proceeding, notice or demand letter or request for information threatened against the Company Business alleging a violation of or liability under any Environmental Law, (ivd) the Seller has received no Lien written notice of any pending unresolved or restriction has been recorded under threatened violation, investigation, request for information or demand letter relating to the Business in connection with any Environmental Law with respect Laws, (e) the Business is not subject to any assetsjudicial or administrative orders, facility decrees or judgments relating to Environmental Law or Hazardous Substances, (f) neither the Seller, the Business, nor to the Seller’s Knowledge, any other Person, has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any property currently or formerly owned, operated, leased or controlled operated by the CompanyBusiness, excluding releases, discharges or disposals that are not reasonably likely to result in a material claim or liability against the Business pursuant to applicable Environmental Laws, (vg) to the Seller’s Knowledge, the Business has not disposed or arranged for the disposal of Hazardous Substances at any off-site location that is reasonably likely to result in a material liability to the Business, (h) the Company Business is not and within the last five years 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”), subject to any personal or any comparable state lawbodily injury claims arising from exposure to asbestos or other Hazardous Substances, (vii) no property or facility to the Knowledge of the Company (a) is 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 Materials are being released (as defined below) 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 the CompanySeller, none of the facilities owned, operated, leased properties that are currently owned or controlled operated by the Company are adversely affected by Business contain any Release friable asbestos, (j) other than in the ordinary course of business or pursuant to a financing arrangement or agreement or lease agreement, the Business has not entered into any written agreement that would require it to pay to, reimburse, guarantee, defend, indemnify or hold harmless any person from or against any Liabilities or costs arising out of or related to generation, manufacture, use, transportation or disposal of Hazardous Materials originating Substance, or emanating from any other propertyotherwise arising in connection with or under Environmental Laws, and (k) the Seller has delivered or made available to the Purchaser or its representatives all material environmental studies, reports, assessments and audits in the Seller’s possession, custody or control relating to the Owned Real Properties or the Business. The representations and warranties contained in this Section 4.15 are the Seller’s sole and exclusive representations and warranties with respect to matters related to Environmental Laws.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all any applicable Environmental LawsLaw, and has, and is in compliance with, all permits required under any applicable Environmental Laws, Laws and each of which them is in full force and effect, (iii) (a) there are is no pending Proceedings with respect to any Environmental Laws affecting the Companycivil, criminal or administrative action, or pending hearing or suit, (b) the Company has not received any demand, claim claim, or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedinginvestigation, proceeding, notice or demand letter or request for information threatened against the Company in the case of (a), (b) and (c), under any Environmental Law, (iv) no Lien lien, charge, encumbrance 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 is (a) is 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, is (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. 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 (viii) no emissions, discharges, releases or threatened releases of Hazardous Materials are being released (as defined below) atinto the environment (including, on without limitation, ambient air, surface water, ground water, land surface or under 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 facility owned"hazardous substance," as defined in the Comprehensive Environmental Response, operatedthe Resource Conservation and Recovery Act, leased or controlled as amended, (b) any "hazardous waste," as defined by the Company Resource Conservation and Recovery Act, as amended, (c) any petroleum or have been Released atpetroleum product, on (d) any polychlorinated biphenyl and (e) any pollutant or under any facility ownedcontaminant or hazardous, operateddangerous or toxic chemical, leased material, waste or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertysubstance.

Environmental. Except as would not, individually or in set forth on Section 3.21(a) of the aggregate, reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (ia) the Company is Entities are, and since December 31, 2016 have been, in compliance in all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, ; (b) the Company has not received any demand, claim or notice of violation of any Entities possess all material Permits required pursuant to Environmental Laws for their occupancy of their owned, leased, or operated real property (including the Leased Real Property) or their operation of their business, all such Permits are valid and in full force and effect in all material respects, and the Company Entities are, and since December 31, 2016 have been, in compliance in all material respects with all such Permits; (c) no Company Entity has received any written notice, demand, or claim, which remains unresolved, alleging any material violation of, or material Liability under, Environmental Laws or Permits required pursuant to Environmental Laws; (d) there are no material Actions pending or, to the knowledge Knowledge of the Company, there threatened in writing against any Company Entity before or by any Governmental Entity under Environmental Laws, and no Company Entity is subject to any material outstanding Order of any Governmental Entity under Environmental Laws; (e) no ProceedingCompany Entity has generated, notice treated, stored, released, disposed of, arranged for or demand letter permitted the disposal of, transported, arranged for or request for information threatened against permitted the transportation of, handled, designed, manufactured, sold, marketed, distributed, or exposed any Person to any Hazardous Substance, or owned or operated any facility or real property which is contaminated by any Hazardous Substance, in each case so as to give rise to any material Liability to the Company Entities under Environmental Laws; (f) except as may be set forth in the Leases, no Company Entity has entered into any Environmental Law, (iv) no Lien Contract that requires it to assume or restriction has been recorded under any Environmental Law provide an indemnity with respect to any assets, facility or property owned, operated, leased or controlled by the Company, material Liabilities of any other Person arising under Environmental Laws for which a Company Entity would not otherwise be liable; and (vg) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental ResponseEntities have made available to Buyer copies of all material environmental reports, Compensation compliance audits and Liability Act of 1980site assessments, as amended (“CERCLA”), and other material environmental documents relating to any Company Entity or any comparable state lawof its current or former real properties, (vi) no property or facility of the Company (a) is 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 Materials each case which are being released (as defined below) at, on in their possession 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertytheir reasonable control.

Environmental. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 4.16: (i) the Company is and its Subsidiaries are and have been in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) neither the Company nor any of its Subsidiaries has made all filings and provided all notices required under all applicable received any notice alleging that they are not in such compliance with Environmental Laws, 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) there has been no unpermitted treatment, storage, disposal or release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (aeach a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or its Subsidiaries which release could reasonably be expected to give rise to any liability of the Company or its Subsidiaries; (iv) no Hazardous Substances are present in, on, about or migrating to or from any real property that could be expected to give rise to an action under Environmental Laws against the Company or its Subsidiaries; (v) there have been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste release sites published by any governmental authority in or outside of the United States; and (vi) there are no pending Proceedings with respect to any Environmental Laws affecting the Companyunderground storage tanks located on, no polychlorinated biphenyls (b“PCBs”) the Company has not received any demandor PCB-containing equipment used or stored on, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 hazardous waste as defined 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 Resource Conservation and Liability Act of 1980Recovery Act, as amended (“CERCLA”)amended, stored on, any site owned or any comparable state law, (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled operated by the Company or have been Released atits Subsidiaries, on or under except for any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Companyforegoing in compliance with Environmental Laws. For purposes of this Section 4.16, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.“

Environmental. Except as would notset forth in Schedule 4.18: (a) to Seller's knowledge, individually Seller is in compliance in all material respects with all Environmental Laws; (b) to Seller's knowledge, Seller has not generated, released, stored, used, treated, handled, discharged or disposed of any Hazardous Substance at, on, under, in or about any property leased or owned by Seller that is to be leased to Buyer under the aggregateHeadend Lease (the "Leased Property"), reasonably discharged any Hazardous Substance to or from any Leased Property or discharged any Hazardous Substance from any Leased Property into any ground or surface of water, directly or indirectly; (c) to Seller's knowledge, no release of Hazardous Substances outside any Leased Property threatens to migrate into, onto or under such property; (d) to Seller's knowledge, no underground storage tank is located on any Leased Property or has been removed from such property, and the Leased Property has not and is not being used as a gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes; (e) all wastes generated on any Leased Property are and have been discharged by Seller, in all material respects, in accordance with all Environmental Laws; (f) Seller has provided or has caused to be expected provided to have a Material Adverse Effect, Buyer copies of any and all (i) assessments, studies, reports or surveys relating to the Company is environmental conditions, including but not limited to, the presence or alleged presence of Hazardous Substances at or on any Leased Property, which are in compliance with and not subject to any known liability the possession or under applicable Environmental Laws (as defined below)the control of Seller, (ii) the Company has made all filings and provided all notices required under all applicable or other written materials that were received by Seller or any Affiliate from any governmental authority having power to administer or enforce any Environmental LawsLaw relating to any violations of Environmental Laws in respect of any Leased Property, 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 notices that were received by Seller or any Environmental Laws affecting the Company, (b) the Company has not received Affiliate of any demand, claim by any person based on or notice of alleging a violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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, Leased Property; (vg) 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) there are no property or facility of the Company (a) is listed current or, to Seller's knowledge, pending, claims, administrative proceedings, judgments, declarations or orders relating to violation of Environmental Laws involving any Leased Property or to the knowledge presence 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 Materials are being released (as defined below) Substances at, on on, in or under any facility ownedLeased Property; (h) to Seller's knowledge, operated, leased or controlled by the Company or have been Released at, on or under no friable asbestos is present at any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyreal Leased Property.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) AFN and the Company is AFN Subsidiaries comply and have complied in compliance all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) to the Company has made all filings and provided all notices required under all applicable Environmental Lawsknowledge of AFN, and hasno material amount of Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, and is in compliance with, all permits required onto or under any applicable Environmental Lawsof the properties currently leased, each of which is in full force and effectoperated or otherwise used by AFN or the AFN Subsidiaries (including soils, groundwater, surface water, buildings or other structures) during the time period the properties have been leased, operated or otherwise used by AFN or the AFN Subsidiaries, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of AFN, no material amount of Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the Companyproperties formerly owned, there leased, operated or otherwise used by AFN or the AFN Subsidiaries during the period of ownership, lease, operation or use by AFN or the AFN Subsidiaries, (iv) neither AFN nor any of the AFN Subsidiaries is no Proceedingsubject to any material liability or obligation in connection with Hazardous Substances present at any location owned, notice leased, operated or demand letter otherwise used by any third party, (v) neither AFN nor any of the AFN Subsidiaries or, to the knowledge of AFN, any legal predecessor of AFN or any AFN Subsidiary, has received any written notice, demand, letter, claim or request for information threatened against alleging that AFN or any of the Company AFN Subsidiaries is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither AFN nor any Environmental Law with respect of the AFN Subsidiaries is subject to any assetsorder, facility decree, injunction or property owned, operated, leased other directive of any Governmental Authority or controlled by the Company, is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vvii) 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 listed or, to the knowledge of AFN, there are no circumstances or conditions involving AFN and the CompanyAFN Subsidiaries, proposed for listing any assets (including real property) or businesses previously owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries, or any of the assets (including real property) or businesses of any predecessors of AFN or the AFN Subsidiaries that could reasonably be expected to result in any material damages or liabilities to AFN or any of the AFN Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the National Priorities List under CERCLA ownership, use or transfer of any of the assets of AFN or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated AFN Subsidiaries arising under or pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Law.

Environmental. Except Borrower shall, and shall cause each of its Restricted Subsidiaries to: (a) (i) comply in all material respects with, and require compliance in all material respects by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain all Environmental Permits necessary for its operations as conducted; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted, with respect to any property leased or subleased from, or operated by Borrower or its Restricted Subsidiaries. For purposes of this Section 7.10(a), noncompliance with the foregoing provisions shall not constitute a breach of this covenant; provided that, upon learning of any actual or suspected noncompliance, Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance; provided, further, that in any case such noncompliance would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; and (b) comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the Company is failure to comply would not reasonably be expected to result in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), a Material Adverse Effect or (ii) the Company as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has made all filings been timely and provided all notices required under all applicable Environmental Laws, and has, properly taken and is being diligently pursued in compliance with, all permits required under any applicable Environmental Laws, each good faith; and (z) if the effectiveness of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company such order or directive has not received any demandbeen stayed, claim the failure to comply with such order or notice directive during the pendency of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice such appeal or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.contest would not

Environmental. Except as would notWith respect to each item of Underlying Collateral, individually or in to the aggregate, reasonably be expected to have actual knowledge of a Material Adverse Effect, Responsible Officer of the Servicer: (ia) the Company is related Obligor’s operations comply in compliance all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, ; (b) none of the Company related Obligor’s operations is the subject of a Federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. The Servicer has not received any demandwritten or verbal notice of, claim or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer, have knowledge or reason to believe that any such notice will be received or is being threatened. 104 marketing, the Borrower may be identified as a Subsidiary of violation Ares); (iv) have a Board of Directors separate from that of the Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any Environmental Laws other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (calthough, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Ares); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Equityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) to the knowledge extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Ares); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law Borrower to act at all times 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 Borrower consistently and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility in furtherance of the Company (a) is listed or, to foregoing and in the knowledge best interests of the CompanyBorrower. Where necessary, proposed the Borrower will obtain proper authorization from its members 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertylimited liability company action.

Environmental. Except as would not, individually or set forth in the aggregateQuestionnaires, reasonably be expected to have a Material Adverse Effect, (i) the Company is other than in De Minimis Amounts or in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental 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 best of Debtor's knowledge, by any prior owner of any of the Premises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, other than in De Minimis Amounts, no Release or Threatened Release has occurred at or on any of the Premises while in the possession and hascontrol of the Debtor and its Affiliates or, to the best of Debtor's knowledge, while in the possession and is control of any prior owner of any of the Premises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, the activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any past or ongoing alterations or improvements at each of the Premises, are and have been at all times in compliance with, with all permits required under any applicable Environmental Laws, each of 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 full force and effectcompliance in all material respects with, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting and no lien has been imposed on any of the CompanyProperties by any Governmental Authority in connection with any Environmental Condition, (b) the Company has not received any demand, claim violation or notice of threatened violation of any Environmental Laws and (c) to or the knowledge presence of any Hazardous Materials on or off any of the Company, there Premises. There is no Proceeding, notice or demand letter or request for information threatened against the 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 listed pending or, to the knowledge 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 presence, Release, Threatened Release or placement on or at any of the CompanyPremises of any Hazardous Materials, proposed for listing on the National Priorities List under CERCLA 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 state list employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive any 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 Materials are being released (as defined below) Laws at, on or under in connection with any facility ownedof the Premises or that there exists a presence, operatedRelease, leased Threatened Release or controlled by the Company or have been Released at, placement of any Hazardous Materials on or under at any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the CompanyPremises, none or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the facilities ownedPremises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operatedoperations or activities conducted thereon, leased or controlled by 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 Company are adversely affected by violation or threatened violation of any Release Environmental Laws or existence of Hazardous Materials originating relating to any of the Premises or emanating from any other propertyfacilities, operations or activities conducted thereon or any business conducted in connection therewith. FFCA has charged Debtor a fee for the Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or provide Debtor with any coverage thereunder. The information and disclosures in the Questionnaires are true, correct and complete in all material respects, FFCA may rely on such information and disclosures, and the Persons executing the Questionnaires were duly authorized to do so.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its subsidiaries is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company and each of its subsidiaries has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance in all material respects 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 Company, (b) none of the Company or any of its subsidiaries has not received any demand, claim or notice of violation of any Environmental Laws Laws, and (c) to the knowledge of the CompanyCompany and its subsidiaries, there is no Proceeding, notice or demand letter or request for information threatened against the Company or any of its subsidiaries 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 CompanyCompany or any of its subsidiaries, (v) none of the Company or any of its subsidiaries 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 or any of its subsidiaries (a) is listed or, to the knowledge of the CompanyCompany and its subsidiaries, 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except To Seller’s knowledge, or except as would not, individually or may be set forth in the aggregate, reasonably be expected to have a Material Adverse EffectDue Diligence Material, (i) Seller has no knowledge of the Company is presence of any Hazardous Substances on or under the Land or the Property, other than such Hazardous Substances and in compliance with such amounts as are commonly used, stored and not subject to any known liability disposed of in the operation, repair and maintenance of a medical office building, or as may be used, stored and disposed of by the tenants under applicable Environmental Laws (as defined below), the Leases in the conduct of their businesses at the Land and the Property; (ii) Seller has not used and has no knowledge that any other person has used the Company has made all filings Land or the Property for the generation, recycling, use, reuse, sale, storage, handling, transportation and/or disposal of any Hazardous Substances on or under the Land or the Property (except for such Hazardous Substances and provided all notices required in such amounts as are commonly used, stored and disposed of in the operation, maintenance and repair of a medical office building, or as may be used, stored and disposed of by the tenants under all applicable Environmental Laws, the Leases in the conduct of their businesses at the Land and has, the Property); 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 Company, (b) the Company Seller has not received any demand, claim written notification from any governmental authority as to any violations of or notice of violation of any Environmental Laws and (c) failure to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under comply with any Environmental Law with respect to the Land or the Property. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed made as of the date hereof and remade by Seller as of the Closing Date in all material respects, with the same force and effect as if made on, and as of, such date, subject to XXXXX XXXXXXXX XXXXXXX, XXXXXXX Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(g) hereof. Except as otherwise expressly provided in this Agreement or in any assetsdocuments to be executed and delivered by Seller to Purchaser at the Closing, facility or property owned, operated, leased or controlled by the Company, (v) the Company Seller has not received notice that it made, and Purchaser has been identified as a potentially responsible party not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Comprehensive Environmental ResponseLeases, Compensation and Liability Act of 1980, as amended (“CERCLA”), title to or any comparable state law, (vi) no property or facility the boundaries of the Company (a) is listed orProperty, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants under the Leases or the Property, and any other information pertaining to the knowledge Property or the market and physical environments in which the Property are located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, environmental, economic and legal condition of the CompanyProperty and (ii) that Purchaser is not relying upon any statements, proposed for listing representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Property and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its “as is” condition, “with all faults,” on the National Priorities List under CERCLA or Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any state list applicable statute 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertylimitations.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Neither the Company is in compliance with and not subject to nor any known liability under applicable Environmental Laws (as defined below), (ii) the Company of its subsidiaries has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter from any governmental authority or request for information threatened against the Company under any Environmental Lawprivate party, (iv) no Lien or restriction nor is it aware that there has been recorded under any Environmental Law with respect to any assetsstorage, facility disposal, generation, manufacture, refinement, transportation, handling or property ownedtreatment of toxic wastes, operatedmedical wastes, leased hazardous wastes 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 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled substances by the Company or have been Released its subsidiaries (or to the best of the Company's knowledge, any of its predecessors in interest) at, on upon or from any of the property now or previously owned or leased under any facility owned, operated, leased or controlled contract for purchase by the Company (except or any of its subsidiaries, or affiliated partnerships in violation of any applicable law, ordinance, rule, regulation order, judgment, decree, or permit or which would require remedial action by the Company or its subsidiaries which would not result in, or which would not be reasonably likely to result in, singularly or in the aggregatewith all such violations or remedial actions, any material adverse change in the business, business prospects, financial condition, results of operations or properties of the Company and its subsidiaries taken as may be allowed by permit) and, a whole. Neither the Company nor any of its subsidiaries has received notice or demand nor to the knowledge best of the Company's knowledge is it aware that there has been a material spill, none discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the facilities ownedenvironment surrounding such property of any toxic wastes, operatedmedical wastes, leased solid wastes, hazardous wastes or controlled hazardous substances due to or caused by the Company are adversely affected by or any Release of Hazardous Materials originating its subsidiaries, except for any such spill, discharge, leak, emission, injections, escapes, dumpings or emanating from release which would not result in or would not be reasonably likely to result in, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings, and releases, any other propertymaterial adverse change in the business, business prospects, financial condition, results of operations or properties of the Company and its subsdiaries taken as a whole, Ther terms "hazardous wastes", "toxic wastes", "hazardous substances", and "medical wastes", shall have the meanings specified in any applicable local, state, federal and foreign laws of regulations with respect to environmental protection.

Environmental. (a) Except as would notset forth on Schedule 5.16(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance and its Subsidiaries comply, and the Company, its Subsidiaries and their respective predecessors at all times during their existence have complied, with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, . (b) the Company has There is not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 listed now pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, any action, claim, proceeding or investigation, nor has the Company, proposed for listing on the National Priorities List under CERCLA its Subsidiaries, or any state list of hazardous substance sites requiring cleanuptheir respective predecessors received any notice, (b) is listed in claim, demand letter or request for information at any time, alleging that the Comprehensive Environmental ResponseCompany, Compensation, Liability Information System List promulgated pursuant to CERCLAany of its Subsidiaries, 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 any comparable list maintained by any state or local governmental authoritySchedule 5.16(c), (vii) there are no Hazardous Materials are being released Substances (as defined below) at, located on any of the properties currently or under any facility owned, operated, leased formerly owned or controlled operated by the Company, any of its Subsidiaries or any of their respective predecessors (including soil, groundwater and surface features and buildings and structures thereon) (the "Properties"), and 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 its Subsidiaries do not have any contingent liability in connection with a Release (as defined below) or have been Released at, on or under threatened Release of any facility owned, operated, leased or controlled by the Company Hazardous Substance at any location. (except as may be allowed by permite) and, to To the knowledge of the Company and its Subsidiaries, there are no present or past Environmental Conditions (as defined below) in any way related to the Company, none any of its Subsidiaries, 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 the business or condition of the facilities ownedCompany and its Subsidiaries, operatedtaken as a whole. (f) As used herein, leased "Environmental Law" means any federal, state, local or controlled by 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 Company are adversely affected protection of the environment, human health or safety. (g) As used herein, "Hazardous Substance" means any substance that is listed, classified under or regulated by any governmental authority pursuant to any Environmental Law, including, without limitation, any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon. (h) As used herein, "Release" means any release, spill, emission, leaking, pumping, injection, deposit, discharge, dispersal, leaching or migrating into the indoor or outdoor environment of any Hazardous Substance. (i) As used herein, "Environmental Condition" means the Release or threatened Release of any Hazardous Materials originating Substance upon, under, in or emanating from about any of the Properties, or any other property.circumstance involving any Property or the Company, any of its Subsidiaries, or any of their respective predecessors that could be expected to result in any claim, liability, costs or losses, or any restriction on the ownership, use or transfer of any Property pursuant to any Environmental Law. 5.17

Environmental. Except as would not, individually or otherwise disclosed in the aggregate, reasonably be expected writing to have a Material Adverse Effect, Ultrak and to Checkpoint's Knowledge: (i) the Company is businesses as presently or formerly engaged in by Checkpoint and its Subsidiaries are and have been conducted in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, including, without limitation, having all material permits, licenses and hasother approvals and authorizations, during the time Checkpoint or any Subsidiary of Checkpoint engaged in such businesses; (ii) the properties presently or formerly owned or operated by Checkpoint or any Subsidiary of Checkpoint (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and is in compliance with, all permits required buildings thereon) ("Checkpoint Properties") do not contain any Contamination other than as permitted under any applicable Environmental LawsLaw (provided, each however, that with respect to Checkpoint Properties formerly owned or operated by Checkpoint or any Subsidiary of which is Checkpoint, the representations in full force this subsection (ii) are limited to the period Checkpoint or any Subsidiary of Checkpoint owned or operated such Checkpoint Properties and effect, to any Contamination that Checkpoint was notified of in writing since the date of ownership or operation of such Checkpoint Properties); (iii) neither Checkpoint nor any Subsidiary of Checkpoint has received any written notices, demand letters or requests for information from any Governmental Entity or any Person claiming that Checkpoint or any Subsidiary of Checkpoint violated, may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of Checkpoint or its Subsidiaries' businesses; (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings or threatened against Checkpoint or any Subsidiary of Checkpoint with respect to Checkpoint or any Subsidiary of Checkpoint or the Checkpoint Properties relating to any violation, or alleged violation, of any Environmental Laws affecting Law; (v) no reports have been filed, or are required to be filed, and no notifications have been made or are required to be made, by Checkpoint or any Subsidiary of Checkpoint with any Governmental Entity concerning the Company, (b) release of any Hazardous Material or the Company has not received any demand, claim threatened or notice of actual violation of any Environmental Laws and Law on or at Checkpoint Properties; (cvi) other than in compliance with Environmental Law, no Hazardous Material has been generated at, transferred or transported to or from, disposed at or removed for disposal from, or otherwise released at or from any of the Checkpoint Properties in a manner which caused Contamination, (vii) there have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted since January 1, 1994 by or which are in the possession of Checkpoint or any Subsidiary of Checkpoint relating to Checkpoint or any Subsidiary of Checkpoint or the Checkpoint Properties which have not been delivered to Ultrak prior to the knowledge date hereof, (viii) there are no underground storage tanks on, in or under any of the Company, Checkpoint Properties and no underground storage tanks have been closed or removed by Checkpoint or any of its Subsidiaries from any Checkpoint Properties which are or have been in the ownership of Checkpoint or any Subsidiary of Checkpoint; (ix) there is no Proceedingfriable asbestos-containing material on the Checkpoint Property presently owned or operated by Checkpoint or any subsidiary of Checkpoint which would require, notice under ordinary occupancy (nonconstruction) conditions, a remedial action pursuant to the Occupational Safety & Health Act ("OSHA"), or demand letter applicable state and local counterparts to OSHA and no such material has been removed from any Checkpoint Property while such Checkpoint Property was owned or request for information threatened against operated by Checkpoint or any Subsidiary of Checkpoint; (x) none of the Company Checkpoint Properties has been used at any time by Checkpoint or any Subsidiary of Checkpoint as a treatment, storage or disposal facility under RCRA; and (xi) neither Checkpoint nor any Subsidiary of Checkpoint has incurred, and none of the Checkpoint Properties are presently subject to, any material liabilities (fixed or contingent) relating to any suit, settlement, court order, administrative order, judgment or claim asserted or arising 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, for (i) the matters described in the Phase I Environmental Site Assessment prepared by Montgomery Watson concerning the Company dated July, 1995 (the "Xxxxx X Rxxxxx"), and (ii) the matters referenced in Schedule 3.21: (i) There are no criminal, civil or administrative proceedings relating to Environmental Laws pending or threatened in writing against the Company or any Subsidiary in connection with their businesses; (ii) No underground storage tanks or related equipment or containers are located on property currently owned or leased by the Company or any Subsidiary; (iii) Neither the Company nor any Subsidiary is generating, manufacturing, refining, transporting, treating, storing, handling, disposing of, transferring, producing, or processing (or has generated, manufactured, refined, transported, treated, stored, handled, disposed of, transferred, produced or processed) any Hazardous Materials on any property currently owned or leased by the Company or any Subsidiary, except in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws; (iv) Except where the Company has complied in all respects with all applicable Environmental Laws (as defined belowincluding without limitation the maintenance of required records and the filing of required reports), (ii) there has been no release, spill, leak, pumping, pouring, emitting, emptying, discharge, injection, escape, leaching, disposal or dumping of any Hazardous Materials, and there has been no release or threat of release of any Hazardous Materials emanating from or to any properties presently or formerly owned or leased by the Company has made or any of its Subsidiaries that could give rise to liability or any other obligation under applicable Environmental Laws; (v) The Company and each Subsidiary is presently in compliance in all filings and provided all notices required under material respects with all applicable Environmental Laws; (vi) Neither the Company nor any Subsidiary has entered into or received written notice that it is subject to any consent decree, and has, and is in compliance with, all permits required under order or administrative order or lien with respect to any applicable Environmental LawsLaw or received any written request for information, each of which is in full force and effectnotice, (iii) (a) there are no pending Proceedings notification, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Laws affecting the Company, Liabilities; (bvii) the The Company has and each Subsidiary have not received any demandassessment for any citations, claim fines or notice of violation of penalties under any applicable Environmental Laws Law, which have not been paid, and (c) to the knowledge of the Companyno such citations, there is no Proceedingfines, notice penalties or demand letter or request for information assessments have been threatened against the Company under or any Subsidiary since January 31, 1994; and (viii) The Company and each Subsidiary have or are in the process of obtaining all permits relating to applicable Environmental LawLaws which are necessary to the conduct of their applicable businesses. Except for the Phase I Report, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assetssince January 1, facility or property owned1990, operated, leased or controlled by the Company, (v) the Company has not neither prepared nor caused to be prepared nor received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responseany environmental audits, Compensation and Liability Act of 1980, as amended (“CERCLA”), environmental risk assessments or any comparable state law, (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertysite assessments. 3.22.

Environmental. Except as would notset forth on Section 3.17 of the Xxxxxx’x Disclosure Letter: (a) each Xxxxxx’x Company has complied with and is in material compliance with all applicable Environmental Laws; (b) each Xxxxxx’x Company has obtained and complied with, and is in substantial compliance with, all material Permits that are required pursuant to any applicable Environmental Law for the occupation of its facilities or the operation of its businesses; (c) all such required Permits are set forth on Section 3.15(b) of the Xxxxxx’x Disclosure Letter; (d) since January 1, 2004, no Xxxxxx’x Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any applicable Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental Law which have not been resolved; (e) except in the ordinary course of business and in material compliance with applicable Environmental Law, none of the following exists at any property or facility currently owned or operated by any Xxxxxx’x Company and none of the following existed at any property or facility previously owned or operated by any Xxxxxx’x Company during the time the Xxxxxx’x Company owned or operated such property or facility that individually or in the aggregate, reasonably be expected to aggregate may have a Material Adverse Effect, : (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)underground storage tanks, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is asbestos-containing material in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectform or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (aiv) there are landfills, surface impoundments or disposal areas; (f) no pending Proceedings with respect Xxxxxx’x Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Substance) in a manner that has given or would give rise to any material Liability, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any applicable Environmental Laws affecting Law. Neither this Agreement nor the CompanyTransactions will result in any material Liability for site investigation or cleanup, (b) the Company has not received any demand, claim or notice of violation notification to or Consent of any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws Laws; (g) no Xxxxxx’x Company has, either expressly or by operation of law, assumed or undertaken any material Liability, including any obligation for corrective or remedial action, of any other Person relating to any applicable Environmental Law; and (ch) no facts, events or conditions relating to the knowledge past or present facilities, properties or operations of the Companyany Xxxxxx’x Company will prevent, there is no Proceeding, notice hinder or demand letter or request for information threatened against the Company under limit continued material compliance with any applicable Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect give rise to any assetsinvestigatory, facility remedial 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 corrective obligations pursuant to any applicable Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Law, or give rise to any comparable state lawother material Liabilities pursuant to any applicable Environmental Law, (vi) no property including any relating to onsite or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA offsite releases or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. (a) Except as would not, individually disclosed in Section 2.17(a) of the Company Disclosure Letter or in the aggregate, reasonably be expected to have a Material Adverse Effect, Environmental Reports (as hereinafter defined): (i) the Company is and its subsidiaries are in compliance with in all material respects with, and not subject have no material liabilities arising under, applicable Laws and common law pertaining to any known liability under applicable Environmental Laws the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the environment ("Environmental Laws"); (ii) neither the Company has made all filings and provided all notices required under all applicable Environmental Lawsnor its subsidiaries have received written, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingoral, notice from any Governmental Authority or demand letter other third party of any alleged material violation of or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded material liability under any Environmental Law with respect to that remains unresolved, including, without limitation, any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received written notice that it has been identified as any of them or any of their predecessors is or may be a potentially responsible party under in respect of, or may otherwise bear any material liability for, any actual or threatened Release (as defined below) 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 Act of 1980, as amended (“CERCLA”), Information System or any comparable state lawsimilar 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; (viiii) there is no property litigation or facility of the Company (a) is listed other proceeding pending, or, to the knowledge of the Company, proposed for listing on threatened against the National Priorities List under CERCLA Company 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 Materials are being released (as defined below) at, on or its subsidiaries under any facility owned, operated, leased Environmental Law; (iv) none of the properties presently or controlled formerly owned or operated by the Company or have been Released atany of its subsidiaries (including, on without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or under any facility owned, operated, leased other chemicals at concentrations above normal background conditions ("Environmental Contamination"); (v) chemicals and wastes disposed or controlled otherwise released by the Company (except as may be allowed by permit) and, to the knowledge operations of the Company, none of the facilities owned, operated, leased Company or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.of

Environmental. Except as would not, individually or set forth in Section 3.12 of the aggregate, reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (ia) the Company is and its Subsidiaries are in compliance compliance, in all material respects, with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) 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 made all filings and provided all notices required under all applicable Environmental Lawsno knowledge of any facts or circumstances that would prevent, and has, and is in compliance interfere with, all permits required under any applicable Environmental Laws, each or materially increase the cost of which is maintaining such compliance in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, future; (b) the Owned Real Property and, to the knowledge of the Company, the Leased Real Property (including, in each case, soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substance in such a manner or concentration that the Company has not received or any demand, claim of its Subsidiaries is or notice of violation of would be required under any Environmental Laws and to conduct a response action to protect human health and/or the environment; (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under Real Property formerly owned by 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 listed or, to Acquired Companies and the knowledge Real Property formerly leased by any of the Company, proposed for listing on Acquired Companies were not contaminated with any Hazardous Substance during the National Priorities List under CERCLA period of ownership 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled 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, placed, held, 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 protect human health and/or the environment pursuant to applicable Environmental Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been Released atreleased into the environment on, on under or under at any facility ownedof 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, operatedor (iii) received any written notice (A) of any material violation of any Environmental Laws that has not been resolved, leased (B) of the institution or controlled pendency of any material Proceeding by any Governmental Body or any third party in connection with any such violation, (C) requiring the response to or remediation of 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 (except as may be allowed by permitE) anddemanding payment of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property. The Company has provided, or will provide in accordance with Section 5.1 hereof, to Parent all material assessments, reports, data, results of investigations or audits, and other information that is in the knowledge possession of or reasonably available to the Company regarding environmental matters pertaining to the environmental condition of the Company, none business of the facilities ownedCompany and its Subsidiaries, operated, leased or controlled the compliance (or noncompliance) by the Company are adversely affected by or any Release of Hazardous Materials originating or emanating from its Subsidiaries with any other propertyEnvironmental Laws, and the Company Real Property.

Environmental. Except as set forth in Section 3.11 of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance, in all material respects, with applicable Environmental Laws, including, without limitation, 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 notprevent, individually interfere with, or materially increase the cost of maintaining such compliance in the aggregate, reasonably be expected to have a Material Adverse Effect, future. Neither the Company nor any of its Subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or at any of the Company is Real Property other than in compliance with and a manner that would not subject require remediation pursuant to any known liability under applicable Environmental Laws (as defined below)Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been released by them into the environment on, under or at any of the Company has made all filings and provided all notices required under all applicable Real Property other than that which would not require remediation pursuant to Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, or (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or written notice (A) of any material violation of any Environmental Laws and by them that has not been resolved, (cB) to the knowledge of the Companyinstitution or pendency of any material suit, there is no Proceedingaction, notice claim, proceeding or demand letter investigation by any Governmental Body or request for information threatened any third party against the Company under them in connection with any Environmental Lawsuch violation, (ivC) no Lien requiring the response to or restriction has been recorded under remediation of a release of Hazardous Substances by them at or arising from 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 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 cleanupReal Property, (bD) 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled alleging non-compliance by the Company or have been Released at, on or any of its Subsidiaries with the terms of any Permit required under any facility owned, operated, leased Environmental Laws in any manner reasonably likely to require material expenditures or controlled to result in material liability or (E) demanding payment by them of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company (except as may be allowed by permit) and, to Real Property. To the knowledge of the Company, none of the facilities ownedAcquired Companies has ever owned any Real Property. The Company has provided to Parent all material assessments, operatedreports, leased data, results of investigations or controlled audits, and other material information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company are adversely affected by or any Release of Hazardous Materials originating or emanating from its Subsidiaries with any other propertyEnvironmental Laws.

Environmental. Except as would not, individually or disclosed in the aggregate, reasonably be expected writing to have a Material Adverse EffectBuyer, (i) Seller has complied with all material federal, state and local environmental laws, rules and regulations applicable to the Company is Property and the use of the Property has complied with all material federal, state and local environmental laws, rules and regulations applicable to the Property and Seller’s use of the Property; (ii) Seller has obtained and complied with all necessary environmental permits; (iii) to Seller’s knowledge, the Property has not been used to generate, use, store, transport or dispose of any hazardous materials, as defined by applicable laws, except in each case in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsenvironmental laws, rules and hasregulations; (iv) to Seller’s knowledge, there has not occurred any material spills, releases or threatened releases of hazardous materials on the Property, including releases or threatened releases that affected any adjacent parcels of land; (v) to Seller’s knowledge, all garbage, wastes, refuse, byproducts and is other potential contaminants produced, used or stored on the Property have been disposed of by properly licensed waste removal companies, or other third parties or governmental authorities, in compliance withwith all requirements applicable to Seller under environmental laws, all permits required under any applicable Environmental Laws, each of which is in full force rules and effect, regulations regulating such activities; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (cvi) to the knowledge of the CompanySeller the Property (including the soil, there is no Proceeding, notice subsoil and groundwater at or demand letter or request for information threatened against the 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 Property) does not contain any hazardous materials in amounts which could require any clean-up or remediation expenses or liabilities not covered by insurance; (“CERCLA”), or any comparable state law, (vivii) no property or facility of the Company (a) is listed or, to the knowledge of the CompanySeller there are no unregistered underground storage tanks located under the Property that are required to be registered under any applicable environmental laws, proposed for listing on the National Priorities List rules or regulations; (viii) no notice has been received by Seller identifying Seller as a “potentially responsible party” or requesting information under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, and Liability Information System List promulgated pursuant Act of 1980 (42 U.S.C. §§ 9601 et seq.) or any other environmental law, rule or regulation, with respect to CERCLAany current investigation, suit, proceeding or on other regulatory activity of any comparable list maintained by any applicable federal, state or local governmental authorityenvironmental agency concerning the Property; (ix) to Seller’s knowledge, there are no investigations, suits, administrative actions, demands, claims, hearings or proceedings concerning the Property alleging the violation of any environmental laws, rules or regulations; and (viix) to Seller’s knowledge, there are no Hazardous Materials are being released (as defined below) atconsent decrees, on orders, judgments or under agreements with any facility ownedfederal, operatedstate or local environmental agencies in effect that materially restrict the use of the Property, leased except in each case for violations of 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, exceptions to the knowledge of foregoing which in the Company, none of aggregate do not or would not reasonably be expected to cause a material adverse effect on the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyProperty.

Environmental. Except as would not, individually disclosed on Schedule 4.10 or in the aggregate, reasonably be expected otherwise affirmatively disclosed by Seller to have a Material Adverse EffectPurchaser, (i) to Seller's knowledge, Seller is and at all times has been in compliance in all material respects with applicable Environmental Laws in connection with the Company conduct of Seller's business at the Tucson Facility, and Seller has not received any unresolved oral or written communication from a governmental or regulatory body or other Person that alleges that Seller is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), in connection with the conduct of its business at the Tucson Facility; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsto Seller's knowledge, and hasSeller holds, and is in material compliance with, with all permits and governmental authorizations required under any applicable for Seller to conduct its business at the Tucson Facility in compliance with Environmental Laws, each of which is in full force and effect, Law; (iii) to Seller's knowledge, Seller has not received any communications alleging that Seller is liable to any party (aincluding, but not limited to, a governmental or regulatory body) as a result of the release, spill, disposal or discharge of a Hazardous Substance into the environment at, on or under the Tucson Facility or at a facility or location at which Seller has sent, transported, disposed or arranged for the disposal of Hazardous Substances from the Tucson Facility; (iv) to the Seller's knowledge, there have been no release, spill or discharge of Hazardous Substances into the environment at, on or under the Tucson Facility; (v) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 listed or, to the knowledge of the CompanySeller, proposed for listing on the National Priorities List under CERCLA or any state list threatened notices of hazardous substance sites requiring cleanupdeficiency, (b) is listed in the Comprehensive Environmental Responsenotices of violation, Compensationinformation requests, Liability Information System List promulgated pursuant to CERCLAorders, or on judicial or administrative actions involving alleged violations by Seller, or Seller's employees, agents, contractors or invitees of any comparable list maintained by any state Environmental Law at the Tucson Facility; and (vi) to Seller' knowledge, Seller has provided, or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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) andmade available, to Purchaser with complete and accurate copies of all reports, studies, surveys, and similar material documents commissioned by Seller or in Seller's possession with respect to non-compliance with Environmental Laws at the knowledge of Tucson Facility, or the Companyrelease, none of the facilities ownedspilling, operated, leased disposal or controlled by the Company are adversely affected by any Release discharge of Hazardous Materials originating or emanating from any other propertySubstances into the environment at the Tucson Facility, within the last three years.

Environmental. (a) Except as to the extent that any of the following would not, individually or in the aggregate, not be reasonably be expected likely to have a Material Adverse Effect, Effect on the Company: (i) the Company is in and its subsidiaries comply (which compliance includes, without limitation, the possession by the Company and its subsidiaries of all permits and other government authorizations required under applicable Environmental Laws, and compliance with the terms and not subject to any known liability under conditions thereof) and at all times have complied with all applicable Environmental Laws (as defined below), (ii) no Hazardous Substances (as defined below) are present at any of the properties currently owned, leased, operated or otherwise used by the Company has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasground water, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings or other structures), (iii) no Hazardous Substances 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 (aincluding soils, ground water, surface water, buildings or other structures) there are no pending Proceedings with respect during the period of ownership, lease, operation or use by the Company or any subsidiary or, to the actual knowledge of the Company or any Seller, at any other time, (iv) none of the Company or its subsidiaries disposed of or released or discharged Hazardous Substances from, onto or under or adjacent to any Environmental Laws affecting of the Companyproperties (including soils, ground water, surface water, buildings or other structures) formerly owned, leased, operated or otherwise used by the Company or any subsidiary, and to the actual knowledge of the Company and any Seller, no Hazardous Substances were present at or disposed on or released or discharged by any other person or entity from, onto or under or adjacent to any of the properties (including soils, ground water, surface water, buildings or other structures) formerly owned, leased, operated or otherwise used by the Company or any subsidiary during the period of ownership, lease, operation or use by the Company or any subsidiary, (bv) none of the Company or its subsidiaries are 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) none of the Company or its subsidiaries or, to the actual knowledge of the Company or any Seller, any person or entity whose liability under any Environmental Law the Company has not or may have retained or assumed either contractually or by operation of law, has received any notice, demand, letter, claim or notice of violation of request for information alleging that any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingits subsidiaries or, notice or demand letter or request for information threatened against to the actual knowledge of the Company or any Seller, any person or entity whose liability under any Environmental Law the Company has or may have retained or assumed either contractually or by operation of law, is or may be in violation of or liable under any Environmental Law, (ivvii) 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 none of the Company or its subsidiaries is subject to any order, decree, injunction or other directive of any governmental authority and none of the Company or its subsidiaries is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (aviii) is listed there are no circumstances or conditions involving any of Company and its subsidiaries or, to the actual knowledge of the Company, proposed for listing on the National Priorities List under CERCLA Company or any state list of hazardous substance sites requiring cleanupSeller, any assets (bincluding real property) 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 Materials are being released (as defined below) at, on or under any facility businesses previously owned, operatedleased, leased operated or controlled otherwise used by Company or any subsidiary or any assets (including real property) or businesses of any predecessors of the Company or have been Released at, on or under any facility owned, operated, leased or controlled by subsidiary that would reasonably be expected to result in any damages to the Company (except as may be allowed by permit) andor any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, to the knowledge use or transfer of any of the Company, none assets of the facilities owned, operated, leased Company or controlled by the Company are adversely affected by its subsidiaries arising under or pursuant to any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The businesses as presently or formerly engaged in by the Company is and each of its subsidiaries are and have been conducted in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), including, without limitation, having all required permits, licenses and other approvals and authorizations, during the time the Company and each of its subsidiaries engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company has made all filings and provided all notices required each of its subsidiaries (including, without limitation, soil, groundwater or surface water on, under all or adjacent to the properties, and buildings thereon) (the "PROPERTIES") do not contain any Hazardous Substance (as defined below) other than as permitted under applicable Environmental LawsLaw (provided, and hashowever, and that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, such representation is in compliance with, all permits required under limited to the period the Company or any applicable Environmental Laws, each of which is in full force and effectits subsidiaries owned or operated such Properties), (iii) except as disclosed on Schedule 5.1(t), neither the Company nor any of its subsidiaries has received any notices, demand letters or request for information from any Governmental Entity or any third party indicating that the Company or any of its subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or any of its subsidiaries' businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or any of its subsidiaries with respect to the Company or any of its subsidiaries or the Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or any of its subsidiaries concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by at 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 lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility transported from any of the Properties during the time such Property was owned or operated by the Company (a) is 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 cleanupits subsidiaries, (b) is listed in the Comprehensive other than as permitted under applicable Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityLaw, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the Company or any of its subsidiaries relating to the Company, any of its subsidiaries or the Properties which have not been delivered to the Purchaser prior to the date hereof, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof 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 any of its subsidiaries (provided, operatedhowever, leased that with respect to Properties formerly owned or controlled operated by the Company or have been Released atany of its subsidiaries, on the representations in this subsection (viii) are limited to the period the Company and any of its subsidiaries owned or under operated such Properties), (ix) there is no asbestos present in any facility owned, operated, leased Property presently owned or controlled operated by the Company or any of its subsidiaries, and no asbestos has been removed from any Property while such Property was owned or operated by the Company or any of its subsidiaries, (except as may be allowed by permitx) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled Properties has been used at any time by the Company or any of its subsidiaries as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor any of its subsidiaries has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, such representation is limited to the period the Company or any of its subsidiaries owned or operated such Properties) are adversely affected by presently subject to, any Release of Hazardous Materials originating material Liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as would notset forth on Schedule 5.19, individually or in to the aggregateSeller’s Knowledge, reasonably be expected to the Company, the Subsidiary and each of their predecessors have a Material Adverse Effect, (i) the Company complied and is in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), (ii) Laws. Each of the Company and the Subsidiary has made all filings obtained and provided all notices required under all applicable Environmental Laws, and hascomplied with, and is in compliance with, all permits Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither the Company nor the Subsidiary has received a written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental LawsLaw. To the Seller’s Knowledge, each none of which is in full force the following exists at any property or facility currently owned or operated by either the Company or the Subsidiary and effectnone of the following existed at any property or facility previously owned or operated by the Company, (iii) the Subsidiary or any of their predecessors at or before the time the Company, the Subsidiary or any of their predecessors ceased to own or operate such property or facility: (a) there are no pending Proceedings with respect to any Environmental Laws affecting underground storage tanks (other than an underground storage tank, which was removed in 1989 or 1990, which was formerly at the Companyproperty currently leased by the Company located at 0000 Xxxx Xxxxxx, Xxxxxxxx), (b) the Company has not received asbestos-containing material in any demandform or condition, claim or notice of violation of any Environmental Laws and (c) to the knowledge materials or equipment containing polychlorinated biphenyls, or (d) landfills, surface impoundments or disposal areas. None of the Company, there the Subsidiary or any of their predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is no Proceedingcontaminated by any such substance) in a manner that has given or would give rise to any Liability, notice including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or demand letter attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or request for information threatened against cleanup, or notification to or Consent of any Person, pursuant to any Environmental Laws. Neither the Company under nor the Subsidiary has, either expressly or, to the Seller’s Knowledge by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. To the Seller’s Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of either the Company or the Subsidiary will prevent, hinder or limit continued compliance with any Environmental Law, (iv) no Lien give rise to any investigatory, remedial or restriction has been recorded under corrective obligations pursuant to any Environmental Law with respect Law, or give rise to any assetsother Liabilities pursuant to any Environmental Law, facility including any relating to onsite or property owned, operated, leased offsite releases 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 listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. Except as would disclosed in the Disclosure Letter or to the extent that any violations or other matters referred to in this subparagraph do not, individually or in the aggregate, and would not reasonably be expected to, expose Pengrowth to have a Material Adverse Effectliability in excess of an amount of $1,000,000 for any individual violation or 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 Company best of its knowledge, Pengrowth is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) Pengrowth has operated its business at all times and has received, each handled, 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 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 Pengrowth, or on or underneath any location which is currently owned or leased by Pengrowth, 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 Pengrowth 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, repairs, construction or capital expenditures which have not been complied with in all material respects; (vi) Pengrowth has not failed to report to the 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 ownership and use of such assets, all Environmental Approvals are in full force and effect, and Pengrowth has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be 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; (iii) (aviii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 listed or, to the knowledge of Pengrowth, threatened claims or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Pengrowth currently 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 Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated 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) otherwise used; and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except for as would notset forth on Section 3.23 of the Seller Disclosure Schedule: (a) Each of the Acquired Companies is (and during the past five (5) years has been) in compliance with all applicable Environmental Laws in all material respects, individually and during the past seven (7) years the Acquired Companies have not performed or in the aggregate, failed to perform or suffered any act that could reasonably be expected to give rise to, or have a Material Adverse Effectotherwise incurred, (i) the Company is in compliance with and not subject Liability to any known liability under applicable Environmental Laws Person (as defined below), (iiwhether a Governmental Entity or not) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each nor have the Acquired Companies received written notice from a Governmental Entity or written notice from any other Person of which any such Liability or any material Environmental Claim. (b) Each of the CD Group Companies is in full force possession of and effectmaterial compliance with all material Permits required pursuant to any applicable Environmental Laws for the occupancy of the Covered Real Property and the operation of the Business at the Covered Real Property. (c) To the Knowledge of Sellers, (iii) (a) there are no pending Proceedings with respect facts, circumstances, conditions, occurrences, or environmental conditions at any Acquired Interest Real Property that could reasonably be expected to form the basis of any material Environmental Laws affecting the Company, Claim. (bd) the Company has The Acquired Companies have not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingwritten Order, notice or demand letter report, regarding any actual or request alleged material violation of, or material Liability under, nor taken on by contract any Liability of any third-party that arises under, any applicable Environmental Laws that (i) has not been resolved (regardless of when arising) or (ii) was received within the past five (5) years (regardless of whether or not resolved). (e) To the Knowledge of Sellers, neither the Acquired Companies nor any other Person (to the extent giving rise to Liability for information threatened against the Acquired Companies) has disposed of, transported, arranged for transport, or otherwise sent any Hazardous Substances used in, made by, or generated by any Acquired Company to any site or location where, to the Knowledge of Sellers, a Release of Hazardous Substances has occurred, that, individually or collectively, would reasonably be expected to give rise to any Liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any applicable Environmental Law with respect or that could impact the Environmental Permits. To the Knowledge of Sellers, neither the Acquired Companies nor any other Person (to any assetsthe extent giving rise to Liability for the Acquired Companies) has treated, facility or property ownedstored, operatedhandled, leased or controlled by disposed of, arranged for 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”)disposal of, or exposed any comparable state law, Person to Hazardous Substances in a manner that (vii) no constitutes a Release at or from any property or facility of ever owned or operated by the Company (a) is listed or, Acquired Companies that could reasonably be expected to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or give rise to any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, material Liability Information System List promulgated pursuant to CERCLAany applicable Environmental Laws, or on (ii) could otherwise reasonably be expected to give rise to any comparable list maintained by material Liability pursuant to any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Laws.

Environmental. Except as would notset forth on Section 4.17 of the Xxxxx Disclosure Letter: (a) each Xxxxx Company has complied with and is in material compliance with all applicable Environmental Laws; (b) each Xxxxx Company has obtained and complied with, and is in substantial compliance with, all material Permits that are required pursuant to any applicable Environmental Law for the occupation of its facilities or the operation of its businesses; (c) all such required Permits are set forth on Section 4.15(b) of the Xxxxx Disclosure Letter; (d) since January 1, 2004, no Xxxxx Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any applicable Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental Law which have not been resolved; (e) except in the ordinary course of business and in material compliance with applicable Environmental Law, none of the following exists at any property or facility currently owned or operated by any Xxxxx Company and none of the following existed at any property or facility previously owned or operated by any Xxxxx Company during the time the Xxxxx Company owned or operated such property or facility that individually or in the aggregate, reasonably be expected to aggregate may have a Material Adverse Effect, : (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)underground storage tanks, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is asbestos-containing material in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectform or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (aiv) there are landfills, surface impoundments or disposal areas; (f) no pending Proceedings with respect Xxxxx Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Substance) in a manner that has given or would give rise to any material Liability, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any applicable Environmental Laws affecting Law. Neither this Agreement nor the CompanyTransactions will result in any material Liability for site investigation or cleanup, (b) the Company has not received any demand, claim or notice of violation notification to or Consent of any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws Laws; (g) no Xxxxx Company has, either expressly or by operation of law, assumed or undertaken any material Liability, including any obligation for corrective or remedial action, of any other Person relating to any applicable Environmental Law; and (ch) no facts, events or conditions relating to the knowledge past or present facilities, properties or operations of the Companyany Xxxxx Company will prevent, there is no Proceeding, notice hinder or demand letter or request for information threatened against the Company under limit continued material compliance with any applicable Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect give rise to any assetsinvestigatory, facility remedial 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 corrective obligations pursuant to any applicable Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Law, or give rise to any comparable state lawother material Liabilities pursuant to any applicable Environmental Law, (vi) no property including any relating to onsite or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA offsite releases or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. Except as would notNo harmful substances (Schadstoffe) have been let (einlassen), individually have seeped (einsickern), have been stored (einlagern) or otherwise have been put (einbringen) into the ground (Erdreich), water (Grundwasser und Oberflachenwasser) and air (Luft) xx any of the property, owned, leased or used by the Companies and no such substances have been on such property in violation of all the aggregateapplicable laws. All harmful substances have been dealt with (umgehen), reasonably be expected to have a Material Adverse Effect, stored (ilagern) the Company is and disposed of (entsorgen) in compliance with all Environmental Laws and not subject Environmental Permits applicable from time to time when any known liability under such action has been taken. The Companies are in compliance with all Environmental Laws and Environmental Permits. All waste products generated by the Companies are disposed of in compliance with applicable Environmental Laws (as defined below)in effect now or at the time of such disposal, (ii) and, where applicable, pursuant to and in accordance with all Environmental Permits. There is no liability, whether asserted or unasserted, fixed or contingent, relating to the Company has made all filings and provided all notices required under all applicable Environmental Lawsreal estate property, and hasowned, and is in compliance withleased or used by the Companies which results from any environmental matters, all permits required under any applicable Environmental Lawsincluding, each of which is in full force and effectthe use, (iii) (a) there are no pending Proceedings discharge, disposal, storage, accumulation, transport, leakage, spillage or other actions by the Companies with respect to any Environmental Laws affecting the Companyharmful or toxic substances, (b) the Company hazardous waste or other pollutants, contaminants or nuisances. No claim has not received any demand, claim or notice of violation of any Environmental Laws and (c) been made with respect to the knowledge operation of facilities of the CompanyCompanies resulting from any harmful substance, hazardous waste or from any asbestos or similar materials used in the construction thereof and there is no Proceeding, notice or demand letter or request valid basis for information threatened against the 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 such claim. For purposes of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.this Article:

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) C&C and the Company is Xxxxx Subsidiaries comply and have complied in compliance all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (cii) to the knowledge of C&C, no material amount of Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the Companyproperties currently leased, there operated or otherwise used by C&C or the Xxxxx Subsidiaries (including soils, groundwater, surface water, buildings or other structures) during the time period the properties have been leased, operated or otherwise used by C&C or the Xxxxx Subsidiaries, (iii) to the knowledge of C&C, no material amount of 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 C&C or the Xxxxx Subsidiaries during the period of ownership, lease, operation or use by C&C or the Xxxxx Subsidiaries, (iv) neither C&C nor any of the Xxxxx Subsidiaries is no Proceedingsubject to any material liability or obligation in connection with Hazardous Substances present at any location owned, notice leased, operated or demand letter otherwise used by any third party, (v) neither C&C nor any of the Xxxxx Subsidiaries has received any notice, demand, letter, claim or request for information threatened against alleging that C&C or any of the Company Xxxxx Subsidiaries is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither C&C nor any Environmental Law with respect of the Xxxxx Subsidiaries is subject to any assetsorder, facility decree, injunction or property owned, operated, leased other directive of any Governmental Authority or controlled by the Company, is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vvii) 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 listed or, to the knowledge of C&C, there are no circumstances or conditions involving C&C and the CompanyXxxxx Subsidiaries, proposed for listing any assets (including real property) or businesses previously owned, leased, operated or otherwise used by C&C or the Xxxxx Subsidiaries, or any of the assets (including real property) or businesses of any predecessors of C&C or the Xxxxx Subsidiaries that could reasonably be expected to result in any material damages or liabilities to C&C or any of the Xxxxx Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the National Priorities List under CERCLA ownership, use or transfer of any of the assets of C&C or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated Xxxxx Subsidiaries arising under or pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Law.

Environmental. (a) Except as would disclosed in Section 3.9 of the Disclosure Schedule, Seller has not, individually and to Seller's best knowledge, no other person has, released, placed, stored, buried or dumped any Hazardous Substances or other wastes produced by, or resulting from any business, commercial or industrial activity, operation or process, on, beneath, or adjacent to the Real Property (or any other property or facility formerly owned, operated or leased by Seller) except for Hazardous Substances and inventories or such substances to be used or generated therefrom in the aggregateordinary course of business of Seller (which Hazardous Substances, reasonably inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner that there has been no release of any such substances into the environment). (b) The technical equipment included in the Personal Property does not contain any Hazardous Substances, including any Polychlorinated Biphenyls ("PCBs") that are required by law to be expected removed, and if any equipment does contain Hazardous Substances that are not required by law to have a Material Adverse Effectbe removed, (i) the Company including any PCBs, that such equipment is stored and maintained in compliance with and not subject to any known liability under applicable Environmental Laws law. (as defined below), (iic) the Company Seller has made all filings and provided all notices required under all applicable Environmental Laws, and hascomplied, and is in compliance withcompliance, in all permits required under any material respects with all federal, state and local environmental laws, rules and regulations 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of Station and its operations, and the CompanyStation Assets, there is no Proceedingincluding but not limited to (i) all orders, decrees, judgments, plan, notice or demand letter issued, entered, promulgated or request for information threatened against the Company under any Environmental Lawapproved thereunder, and (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, (vii) the Company Commission's guidelines regarding radio frequency radiation. (d) Except as disclosed in Section 3.9 of the Disclosure Schedule, the operations and activities of the Station and the Station Assets have complied and are in compliance in all material respects with all applicable federal, state and local laws and regulations. (e) Except as disclosed in Section 3.9 of the Disclosure Schedule, no release or cleanup has not received notice that it has been identified as a potentially responsible party under occurred at the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Real Property (“CERCLA”), or any comparable state law, (vi) no other property or facility formerly owned, operated or leased by Seller) which could result in the assertion or creation of a lien on the Company (a) is listed orStation Assets by any governmental body or agency with respect thereto, nor to the Seller's best knowledge has any assertion 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 a lien been made by any state governmental body or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyagency with respect thereto.

Environmental. (a) Except as set forth in Schedule 4.07 or as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on NMD or the Assets or the Operations related thereto: (i) the Assets and the Operations related thereto are in compliance with all applicable Environmental Laws; (ii) to the knowledge of NMD, no circumstances exist with respect to the Assets and the Operations related thereto that give rise to an obligation by NMD to investigate, remediate, monitor or otherwise address the presence, on‑site or offsite, of Hazardous Materials under any applicable Environmental Laws, except as is currently being performed under applicable law or permit requirements; (iii) the Assets and the Operations related thereto are not subject to any pending or, to the knowledge of NMD, threatened, claim, action, suit, investigation, inquiry or proceeding, and, to the knowledge of NMD, there is no existing state of facts or circumstances that would be reasonably likely to give rise to any of the foregoing, under any Environmental Law (including, without limitation, designation as a potentially responsible party under CERCLA or any similar local or state law); (iv) all notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed under any Environmental Law in connection with the Assets and the Operations related thereto (the “Environmental Permits”) have been duly obtained or filed and are valid and currently in full force and effect; (v) there has been no release of any Hazardous Material into the environment by NMD or in connection with the Assets and the Operations related thereto, except in compliance with all applicable Environmental Laws; (vi) there has been no exposure of any person or property to any Hazardous Material in connection with the Assets and the Operations related thereto, except as would not reasonably be expected to give rise to a claim, action, suit or proceeding by or on behalf of such person or property; (vii) NMD has maintained all environmental and operating documents and records associated with the Assets and the Operations related thereto in the manner and for the time periods each Environmental Law requires. Except as would not, individually or in the aggregate, have, or reasonably be expected to have have, a Material Adverse Effect, (i) Effect on the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) Assets or the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental LawsOperations related thereto, each of which the Environmental Permits is valid and in full force and effect, (iii) (a) and no violation thereof has been experienced, noted or recorded and there are no legal proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 listed or, to the knowledge of the CompanyNMD, proposed for listing on the National Priorities List under CERCLA threatened to revoke or limit 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Permits.

Environmental. Except as would not(a) To the best of the Company's knowledge, individually all property leased or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) occupied by the Company is and the businesses conducted thereon by the Company are in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined belowhereinafter defined), (ii) ; the Company has made accurately disclosed all filings information and provided filed all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits or reports required under any applicable Environmental LawsLaws (if any) to the environmental Governmental Entities; the Company is not required to have any Permits (as hereinafter defined) for the operation of its business under Environmental Laws other than those listed in the Disclosure Schedule; (b) No Contaminant (as hereinafter defined) has been released into the environment by the Company, each or deposited, discharged, placed or disposed of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to contravention of any Environmental Laws affecting by the Company at, on or near any property owned, leased or occupied by the Company or, to the best of the Company's knowledge, by any other person, in contravention of any Environmental Law; to the best of the Company's knowledge, no Company property has been used at any time by any person as a landfill or waste disposal site; (bc) The Company has not used, handled, treated, stored, recycled, transported or disposed of any Contaminant on any property owned, leased or occupied by the Company in contravention of any Environmental Law; (d) The Company has not received any demandwritten notice, namely a notice of correction, notice of infraction or Order issued under any Environmental Law from any Governmental Entity or court; (e) The Company has not received any written claim, demand or suit from any third person alleging that the Company property or the operations or activities carried out thereon is not in compliance with Environmental Laws; (f) The Company has not received any written notice of claim or notice other written notification that it is or may be subject to or responsible for any cleanup or other remediation of violation of a Contaminant present on any Environmental Laws and the Company property; (cg) to To the knowledge best of the Company's knowledge, there have been no environmental inspections, investigations, studies, audits, tests, reviews or other analyses, the purpose of which was to discover, identify or otherwise characterize the condition of the soil, groundwater, air, or presence of asbestos, PCB materials or urea formaldehyde at any property owned, leased or occupied by the Company; (h) To the best of the Company's knowledge, there is no Proceeding, notice or demand letter or request for information threatened against the Company under asbestos present in any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property presently owned, operated, leased or controlled operated by the Company, (v) and no asbestos has been removed from any the Company has not received notice that it has been identified as a potentially responsible party under property while such property was owned, leased or operated by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Company; (“CERCLA”), or any comparable state law, (vii) no property or facility of To the Company (a) is listed or, to the knowledge best of the Company's knowledge, proposed for listing on the National Priorities List under CERCLA there is no PCB 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 urea formaldehyde insulation present on any comparable list maintained property presently owned, leased or operated by any state the Company, whether above ground, underground or local governmental authoritywithin a structure thereon; and (j) To the best of the Company's knowledge, (vii) there are no Hazardous Materials are being released (as defined below) atunderground storage tanks, on active or abandoned, on, in or under any facility property and no underground storage tanks have been closed or removed from any property which are or have been owned, operated, leased or controlled occupied 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as set forth on Section 5Q of the Company Disclosure Letter: (i) the Company and its Subsidiaries are in compliance with all Environmental Laws, except to the extent any instances of noncompliance would, individually or in the aggregate, not have a Company Material Adverse Effect; (ii) the Company and its Subsidiaries maintain and are in compliance with all Licenses and Permits and other authorizations that are required pursuant to Environmental Laws for the occupation of their facilities and the operation of their business as conducted as of the date hereof (“Environmental Permits”), except to the extent any failure to maintain such Environmental Permits or instances of noncompliance with such Environmental Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, ; (iiii) the Company and its Subsidiaries have not released any regulated pollutants on the Leased Real Property and is in compliance with not aware of the presence of any regulated pollutants on the Leased Real Property and not subject (iv) since two (2) years prior to any known liability under applicable Environmental Laws (as defined below)the date hereof, (ii) neither the Company nor any of its Subsidiaries has made all filings and provided all notices required under all applicable received from a Governmental Entity or other third party any written notice of any violation of, or liability under, Environmental Laws, except to the extent the subject matter of such notice would not, individually or in the aggregate, have a Company Material Adverse Effect. For purposes of this Agreement, “Environmental Laws” shall mean all federal, state and haslocal statutes, regulations, ordinances and other provisions having the force or effect of law, and is all judicial and administrative orders and determinations which are binding upon the business of the Company and its Subsidiaries, in compliance witheach case, concerning pollution or protection of the environment, including all permits required under those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or cleanup of any applicable Environmental Lawshazardous materials, each substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, or polychlorinated biphenyls, as such of which is the foregoing are promulgated and in full force effect on or prior to the Closing Date. The representations and effect, (iii) (a) there warranties set forth in this Section 5Q are no pending Proceedings the sole and exclusive representations and warranties of the Company with respect to any environmental matters, including all matters arising under or relating to Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. Except as would not, individually or set forth in Section 3.21 of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) to Seller’s knowledge, the Company Xxxxx and all operations conducted by or on behalf of Seller in connection with the Xxxxx are in substantial compliance with all applicable Environmental Laws and orders or directives of any 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 citation, directive, letter or other written communication, or any written notice of any proceeding, claim or lawsuit, from any person arising out of the ownership or occupation of any of the Assets or the conduct of operations thereon, and the Seller does not have knowledge of any 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 Assets and the business operations conducted thereon and is in compliance with all such permits, licenses and not subject approvals. Notwithstanding the foregoing, some production equipment may contain asbestos and/or Naturally Occurring Radioactive Material (“NORM”). In this 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 other forms, that said xxxxx, material and equipment located on the Lands or included in the Assets described herein may contain NORM, and that NORM containing material may have been buried or otherwise disposed of on the Lands. Buyer and Seller also expressly understand that special procedures may be required for the remediation, removal, transportation and disposal of NORM from the Assets and Lands where such material may be found and that Buyer assumes all liability for or in connection with the assessment, containment, removal, remediation, transportation and disposal of any known liability under such NORM, in accordance with all past, present or future applicable Environmental Laws (as defined below)laws, (ii) rules, regulations and other requirements of any governmental or judicial entities having jurisdiction and also with the Company has made all filings terms and provided all notices required under conditions of all applicable Environmental Laws, leases 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 Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertycontracts.

Environmental. (i) Except as would notset forth on Schedule 4(o): (A) the Company and the Business are in substantial compliance with all Environmental Laws; (B) to the Company’s Knowledge and except as permitted by law, individually there has been no Release at any of the properties owned or operated by the Company or any former Subsidiary or Affiliate of the Company, or at any disposal or treatment facility which received Regulated Substances generated by the Company or any predecessor in interest; (C) no Environmental Claim has been asserted against or addressed to the aggregateCompany or any former Subsidiary or Affiliate of the Company nor does the Company have knowledge or notice of any threatened or pending Environmental Claim against the Company or any former Subsidiary or Affiliate of the Company; (D) to the Company’s Knowledge, no property now or formerly owned or operated by the Company has been used as a treatment or disposal site for any Regulated Substances; (E) the Company has not failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws; (F) the Company holds all Permits required under any Environmental Laws in connection with the operation of its Business, except for such Permits as to which the Company’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect, ; (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 Company, (bG) the Company has not received any demand, claim or notice of violation of notification pursuant to any Environmental Laws that (x) any work, repairs, construction or capital expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any Permit issued pursuant thereto or (y) any Permit referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect; and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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, (vH) the Company has not received notice that it has been identified as a potentially responsible party under heretofore provided to the Comprehensive Environmental ResponseBuyer all studies, Compensation reports, laboratory data, analyses, and Liability Act of 1980, as amended (“CERCLA”), the like in the Company’s possession or control and pertaining in any comparable state law, (vi) no property or facility way to the environmental condition of the Company (a) is listed orfacilities, and has heretofore disclosed to the knowledge Buyer in writing any material information known to the Company regarding the environmental condition 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property’s facilities.

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 4.1(p), (i) each of the Company and its Subsidiaries is and has been in compliance with all applicable Laws relating to the environment, human health and not subject 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 Company or its Facilities and relating to any known liability under applicable Environmental Laws (as defined below), Laws; (ii) none of the Company or any of its Subsidiaries has made all filings and provided all received notice of or is the subject of any actions, causes of action, claims, investigations, demands, proceedings, complaints or notices required by any person alleging liability under all applicable or non-compliance with or relating to any Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, Law; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the CompanyHazardous Substance has been disposed of, (b) released or discharged by the Company has not received any demandor its Subsidiaries at, claim on, under or notice of violation of any Environmental Laws and (c) to within the knowledge currently owned, leased or operated real property of the Company, there is no Proceeding, notice Company or demand letter or request for information threatened against the Company under any Environmental Law, its Subsidiaries; (iv) no Lien polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or restriction has been recorded other disposal system or underground storage tank (active or inactive) is present at, on or under any Environmental Law with respect to any assets, facility or property owned, operatedleased 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 property owned, leased or controlled operated by the Company, (v) Company or any Subsidiary nor any property to which the Company has not received notice that it has been identified or any Subsidiary has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to Seller’s Knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as a potentially responsible party under defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)amended, and any rules or regulations promulgated thereunder) or on any comparable similar federal, state law, 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 analysis conducted of which Seller has knowledge in relation to the current or prior business of the Company or any Subsidiary or any property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA now 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 Materials are being released (as defined below) at, on or under any facility previously owned, operated, leased or controlled operated by the Company or have any Subsidiary which has not been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, delivered to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyParent.

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected to have would not result in a Material Adverse Effect, Effect on the Company (i) the Company is in compliance and its subsidiaries comply and have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) no Hazardous 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 has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasgroundwater, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings 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, (aiv) there are no pending Proceedings with respect neither the Company nor any subsidiary is subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) neither the Company nor any subsidiary has not received any notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither the Company nor any Environmental Law with respect subsidiary is subject to any assetsorder, facility decree, injunction or property 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, operatedleased, leased operated or controlled otherwise used 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 its subsidiaries, or any comparable state lawof the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that 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, (vi) no property use or facility transfer of any of the assets of the Company (a) is 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 subsidiary arising under or pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except Target and its Subsidiaries are (i) in compliance with applicable Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as would notpresently conducted, (iii) have not received notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability could not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiv) the Company is in compliance with Target and not subject to any known liability under applicable Environmental Laws (as defined below)its Subsidiaries have operated their respective businesses at all times and have received, (ii) the Company has made handled, used, stored, treated, shipped and disposed of all filings and provided all notices required under all applicable Contaminants without violation of Environmental Laws, (v) there have been no spills, releases, deposits or discharges of 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 Target or any of its Subsidiaries that have not been remedied, (vi) no orders, directions or notices have been issued and hasremain outstanding pursuant to any Environmental Laws relating to the business or assets of Target or any of its Subsidiaries, (vii) neither Target nor any of its Subsidiaries has failed to report to the proper federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws; and is in compliance with(viii) all licences, all permits and approvals required under any applicable Environmental LawsLaws in connection with the operation of their respective businesses and the ownership and use of their respective assets, each of which is are in full force and effect, (iii) (a) there are no pending Proceedings with respect and neither Target nor any of its Subsidiaries has received any notification pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received any demandrepairs, claim constructions or notice capital expenditures are required to be made by its as a condition of violation of continued compliance with any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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”)Laws, or any comparable state lawlicence, (vi) no property permit or facility of the Company (a) is 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 approval issued pursuant to CERCLAthereto, or on that any comparable list maintained by any state licence, permit or local governmental authorityapproval referred to above is about to be reviewed, (vii) no Hazardous Materials are being released (as defined below) atmade subject to limitations or conditions, on revoked, withdrawn 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyterminated.

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected could not result in any Damages (as defined in Section 7.2(a) hereof) to have any of the Seller Entities, the Assets or the Business, individually or in the aggregate, of a Material Adverse Effect, value greater than $50,000: (i) the Company is Sellers, Seller Parent (in compliance connection with the Business), the Assets and not subject to any known liability under the Business comply and at all times have complied with all applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsno Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, and has, and is in compliance with, all permits required onto or under any applicable Environmental Lawsof the properties currently owned, each of which is leased, operated or otherwise used by the Sellers (including soils, groundwater, surface water, buildings or other structures) or Seller Parent (in full force and effectconnection with the Business), (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 Sellers, Seller Parent (ain connection with the Business) there or the Business during the period of ownership, lease, operation or use by any of the Sellers, Seller Parent (in connection with the Business) or the Business, (iv) none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business are no pending Proceedings with respect subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) none of the Company Seller Entities or the Business has not received any notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that any of the Company Sellers, Seller Parent (in connection with the Business), the Assets or the Business is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien none of the Sellers, Seller Parent (in connection with the Business), any of the Assets or restriction has been recorded under any Environmental Law with respect the Business is subject to any assetsorder, facility decree, injunction or property other directive of any governmental authority and none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business 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 any of the Seller Entities, any of the Assets or the Business, any assets (including real property) or businesses previously owned, operatedleased, leased operated or controlled otherwise used by any of 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”)Seller Entities, or any comparable state law, (vi) no property or facility of the Company assets (aincluding real property) is listed or, to the knowledge or businesses of any predecessors of any of the CompanySeller Entities that could reasonably be expected to result in any Damages to any of the Sellers, proposed for listing Seller Parent (in connection with the Business), any of the Assets or the Business arising under or pursuant to Environmental Law or in any restriction on the National Priorities List ownership, use or transfer of any of the Assets arising 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except insofar as would not, individually or inaccuracies in the aggregate, reasonably be expected to following statements would not have a Material Adverse Effect, Effect on the Company: (i) The properties owned or leased by the Company is or any Subsidiary and properties formerly owned or leased by the Company or any Subsidiary for which the Company has contractual liability (the "Company Properties") are in compliance in all material respects with all applicable federal, state and not subject to any known liability under applicable Environmental Laws (as defined below), local environmental and hazardous waste laws and regulations; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 no enforcement actions are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company or any Subsidiary and no notice of potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous waste sites) has been received; (iii) there does not now exist on the Company Properties, and there has not occurred on, from or under any Environmental Lawthe Company Properties, a material disposal or release of, Hazardous Substances, Hazardous Wastes or Contaminants; (iv) the Company Properties contain 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, unregistered underground storage tanks; (v) neither the Company nor any Subsidiary nor any of their respective predecessors has not received notice that it has been identified as a potentially responsible party under any contingent liability in connection with the Comprehensive Environmental Responserelease of any Hazardous Substances, Compensation and Liability Act of 1980, as amended (“CERCLA”), Hazardous Wastes or any comparable state law, Contaminants into the environment; (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled all broadcast facilities operated by the Company or have been Released atany Subsidiary are, on or under any facility ownedand at all times prior hereto were, operated, leased or controlled in compliance with all applicable rules and regulations relating to RF radiation produced by a broadcast station; and (vii) neither the Company or any Subsidiary nor any of their respective predecessors has (except as A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Substances, Hazardous Wastes or Contaminants to any current or prior tenant or owner of any real property owned or leased at any time by either the Company or any Subsidiary or to any party who may be allowed potentially responsible for the presence of Hazardous Substances, Hazardous Wastes or Contaminants on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Substances, Hazardous Wastes or Contaminants that may be located on any real property owned or leased at any time by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by either the Company are adversely affected by or any Release of Hazardous Materials originating Subsidiary or emanating from any other property.any

Environmental. Except as would notexpressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, individually Carvana has not received any written notice or other written communication from any person (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, Regulated Substances or USTs, or remediation thereof, or possible liability of any Person (including without limitation, Carvana Lessee) pursuant to any Environmental Law, other environmental conditions in connection with the aggregateReal Property, reasonably be expected to or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. Carvana is fully familiar with the present use of the Property, and, after due inquiry, Carvana has become generally familiar with the prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Materials have a Material Adverse Effectbeen used, (i) handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Company is Property, except in De Minimis Amounts and in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasno Release or Threatened Release has occurred at or on the Property. The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any past or ongoing alterations or improvements at the Property, are and have been at all times, in compliance with all Environmental Laws. No further action is required to remedy any Environmental Condition or violation of, or to be in full compliance with, all permits required under any applicable Environmental Laws, each of which is and no lien has been imposed on the Property in full force and effectany federal, (iii) (a) there are no pending Proceedings state or local Governmental Authority in connection with respect to any Environmental Laws affecting Condition, the Company, (b) the Company has not received any demand, claim violation or notice of threatened violation of any Environmental Laws and (c) to or the knowledge presence of any Hazardous Materials on or off the Company, there Property. There is no Proceeding, notice pending or demand letter threatened litigation or request for information proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened against the Company under violation of any Environmental LawLaws or the presence, (iv) no Lien Release, Threatened Release or restriction has been recorded under placement on or at the Property of any Environmental Law with respect Hazardous Materials, or of any facts which would give rise to any assetssuch action, facility or property owned, operated, leased or controlled by the Company, (v) the Company nor 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 Carvana (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any state list employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive any 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 Materials are being released (as defined below) Laws at, on or under in connection with the Property or that there exists a presence, Release, Threatened Release or placement of any facility owned, operated, leased or controlled by the Company or have been Released at, Hazardous Materials on or at the Property, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on the Property; (b) received any notice under the citizen suit provision of any facility ownedEnvironmental Law in connection with the Property or any facilities, operatedoperations or activities conducted thereon, leased or controlled by 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 Company (except as may be allowed by permit) and, to the knowledge violation or threatened violation of the Company, none of the facilities owned, operated, leased any Environmental Laws or controlled by the Company are adversely affected by any Release existence of Hazardous Materials originating relating to the Property or emanating from any facilities, operations or activities conducted thereon or any business conducted in connection therewith. (n) Information and Financial Statements. The financial statements and other property.information concerning Carvana delivered by or on behalf of Carvana to VMRE are true, correct and complete in all material respects, and no material adverse change has occurred with respect to the information provided in any such financial statements, or other information provided to VMRE since the date such financial statements and other information were prepared or delivered to VMRE. Carvana understands that VMRE is relying upon such financial statements and information and Carvana represents that such reliance is reasonable. All such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and accurately reflect, as of the date of such statements, the financial condition of each entity to which they pertain. (o)

Environmental. Except as set forth in Section 4.19 of the Company Disclosure Schedules and as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint or penalty has been received by any of the Company is in compliance with Debtors or their Subsidiaries, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company, threatened which allege a violation of or liability under applicable any Environmental Laws (as defined belowincluding with respect to exposure to Hazardous Materials), in each case relating to any of the Debtors or their Subsidiaries, (iib) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the Company has made all filings and provided all notices required under all applicable Environmental Lawssame), and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings 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 respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any 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, (c) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the 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 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 Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors or their Subsidiaries that has given rise or would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company or have been Released at, on or Debtors under any facility ownedEnvironmental Laws, operated, leased or controlled by the Company (except as may be allowed by permitd) and, to the knowledge Knowledge of the Company, no Hazardous Material has been Released, generated, owned, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and none of the facilities owned, operated, leased Debtors or controlled by their Subsidiaries has arranged for or permitted the Company are adversely affected by any Release disposal of Hazardous Materials originating Material at any location in a manner that has given rise or emanating from would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors or their Subsidiaries under any Environmental Laws, and (e) no agreements in which any of the Debtors or their Subsidiaries has expressly assumed responsibility for any known obligation of any other propertyPerson arising under or relating to Environmental Laws that remains unresolved. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to Environmental Laws.

Environmental. (a) Except as would not, individually or set forth in the aggregatecorresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its Subsidiaries and each of the Mining Operations is and has been in compliance with with, and not subject to neither the Company nor any known liability under applicable of its Subsidiaries has any Liabilities under, any and all Environmental Laws (as defined below), Laws; (ii) the Company and each of its Subsidiaries, directly or through the Contractors possesses, has made possessed and is and has been in compliance in all filings and provided all notices required under material respects with all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, Permits; (iii) (a) there are no Actions pending Proceedings or, to the Knowledge of the Seller, threatened against either the Company or any of its Subsidiaries or to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is in violation of or has any Liability under Environmental Laws or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the Company and its Subsidiaries under applicable Environmental Laws; (v) neither the Company nor any of its Subsidiaries nor to the Knowledge of the Seller either of the Contractors has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any of its Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Laws affecting Site Assessment dated March 8, 2010 by Jxxx X. Xxxx Company Mining and Geological Consultants made available to Purchaser; (vii) except for the CompanyContract Mining Agreements, (b) neither the Company has not received nor any demandof its Subsidiaries has, claim either expressly or notice by operation of violation Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Environmental Laws and Governmental Authority (c) except with regard to the knowledge transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the CompanySeller’s Disclosure Schedule, there is no Proceeding, notice or demand letter or request for information threatened against neither the Company nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental LawLaws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (ivB) 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”)underground storage tanks, or any comparable state law, (viC) no property or facility of asbestos-containing material at the Company (a) is 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyReal Property.

Environmental. (xxxii) Except as described in or contemplated by the Prospectus, and except as would not, individually or in the aggregate, not otherwise reasonably be expected to have a Material Adverse Effect, (iA) the Company and each of its subsidiaries is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (iiB) the Company and each of its subsidiaries has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectLaw, (iiiC) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingcivil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the best knowledge of the Company, threatened against the Company or any of its subsidiaries under any Environmental Law, (ivD) no Lien lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, operated or leased or controlled by the CompanyCompany or any of its subsidiaries, (vE) neither the Company nor any of its subsidiaries 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, (viF) no property owned or facility of operated by the Company or any of its subsidiaries is (ai) is listed or, to the best knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (bii) is listed in the Comprehensive Environmental Response, Compensation, Compensation and Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (viiG) no Hazardous Materials are being released (as defined below) atneither the Company nor any of its subsidiaries is subject to any order, on decree or agreement requiring, or otherwise obligated or required to perform any response or corrective action under any facility ownedEnvironmental Law, operated(H) there are no past or present actions, leased occurrences 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.operations

Environmental. Except as would not, individually or otherwise disclosed in the aggregate, reasonably be expected writing to have a Material Adverse Effect, Checkpoint and to Ultrak's Knowledge: (i) the Company is businesses as presently or formerly engaged in by Ultrak and its Subsidiaries are and have been conducted in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, including, without limitation, having all material permits, licenses and hasother approvals and authorizations, during the time Ultrak or any Subsidiary of Ultrak engaged in such businesses; (ii) the properties presently or formerly owned or operated by Ultrak or any Subsidiary of Ultrak (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and is in compliance with, all permits required buildings thereon) ("Ultrak Properties") do not contain any Contamination other than as permitted under any applicable Environmental LawsLaw (provided, each however, that with respect to Ultrak Properties formerly owned or operated by Ultrak or any Subsidiary of which is Ultrak, the representations in full force this Subsection (ii) are limited to the period Ultrak or any Subsidiary of Ultrak owned or operated such Ultrak Properties and effect, to any Contamination that Ultrak was notified of in writing since the date of ownership or operation of such Ultrak Properties); (iii) neither Ultrak nor any Subsidiary of Ultrak has received any written notices, demand letters or requests for information from any Governmental Entity or any Person claiming that Ultrak or any Subsidiary of Ultrak violated, may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of Ultrak's or its Subsidiaries' businesses; (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings or threatened against Ultrak or any Subsidiary of Ultrak with respect to Ultrak or any Subsidiary of Ultrak or the Ultrak Properties relating to any violation, or alleged violation, of any Environmental Laws affecting Law; (v) no reports have been filed, or are required to be filed, and no notifications have been made or are required to be made, by Ultrak or any Subsidiary of Ultrak with any Governmental Entity concerning the Company, (b) release of any Hazardous Material or the Company has not received any demand, claim threatened or notice of actual violation of any Environmental Laws and Law on or at Ultrak Properties; (cvi) other than in compliance with Environmental Law no Hazardous Material has been generated at, transferred or transported to or from, disposed at or removed for disposal from, or otherwise released at or from any of the Ultrak Properties in a manner which caused Contamination; (vii) there have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted since January 1, 1994 by or which are in the possession of Ultrak or any Subsidiary of Ultrak relating to Ultrak or any Subsidiary of Ultrak or the Ultrak Properties which have not been delivered to Checkpoint prior to the knowledge date hereof, (viii) there are no underground storage tanks on, in or under any of the Company, Ultrak Properties and no underground storage tanks have been closed or removed by Ultrak or any of its Subsidiaries from any Ultrak Properties which are or have been in the ownership of Ultrak or any Subsidiary of Ultrak; (ix) there is no Proceedingfriable asbestos-containing material on the Ultrak Property presently owned or operated by Ultrak or any subsidiary of Ultrak which would require, notice under ordinary occupancy (nonconstruction) conditions, a remedial action pursuant to OSHA, or demand letter applicable state and local counterparts to OSHA, and no such material has been removed from any Ultrak Property while such Ultrak Property was owned or request for information threatened against operated by Ultrak or any Subsidiary of Ultrak; (x) none of the Company Ultrak Properties has been used at any time by Ultrak or any Subsidiary of Ultrak as a treatment, storage or disposal facility under RCRA; and (xi) neither Ultrak nor any Subsidiary of Ultrak has incurred, and none of the Ultrak Properties are presently subject to, any material liabilities (fixed or contingent) relating to any suit, settlement, court order, administrative order, judgment or claim asserted or arising 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 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 Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would notdescribed on Schedule 3.06: (i) the Assets are in compliance with all applicable Environmental Laws in all material respects; (ii) neither Sellers nor the Companies has received written notification within the six (6) year period preceding the date of this Agreement, individually from any Governmental Entity with respect to any current material violations of or in liability under any Environmental Laws concerning the aggregateAssets; (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 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 Assets including those that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a Material Adverse Effecttrue, correct and complete 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) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) of the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance withdefinition of “Buyer’s Intended Use”, all permits required under any applicable Environmental Laws, each of which is are in full force and effect, ; and (iiiix) (aA) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the neither Company has not received any demand, claim or notice of is in material violation of any terms or conditions of any such Environmental Laws Permit, (B) no written notice of a pending violation of any material Environmental Permit has been received by Sellers or the Companies, and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (ivC) 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) proceeding is listed pending or, to Sellers’ Knowledge, threatened to revoke, prevent 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 CERCLArenewal of, or on limit any comparable list maintained such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representations and warranties by any state or local governmental authoritySellers related to Environmental Laws, (vii) no Hazardous Materials are being released (as defined below) 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 the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Conditions and Environmental Permits.

Environmental. Except insofar as would not, individually or inaccuracies in the aggregate, reasonably be expected to following statements would not have a Material Adverse Effect, Effect on the Company: (i) The properties owned or leased by the Company is or any Subsidiary and properties formerly owned or leased by the Company or any Subsidiary for which the Company has contractual liability (the "Company Properties") are in compliance in all material respects with all applicable federal, state and not subject to any known liability under applicable Environmental Laws (as defined below), local environmental and hazardous waste laws and regulations; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, 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 no enforcement actions are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company or any Subsidiary and no notice of potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous waste sites) has been received; (iii) there does not now exist on the Company Properties, and there has not occurred on, from or under any Environmental Lawthe Company Properties, a material disposal or release of, Hazardous Substances, Hazardous Wastes or Contaminants; (iv) the Company Properties contain 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, unregistered underground storage tanks; (v) neither the Company nor any Subsidiary nor any of their respective predecessors has not received notice that it has been identified as a potentially responsible party under any contingent liability in connection with the Comprehensive Environmental Responserelease of any Hazardous Substances, Compensation and Liability Act of 1980, as amended (“CERCLA”), Hazardous Wastes or any comparable state law, Contaminants into the environment; (vi) no property or facility of the Company (a) is 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 Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled all broadcast facilities operated by the Company or have been Released atany Subsidiary are, on or under any facility ownedand at all times prior hereto were, operated, leased or controlled in compliance with all applicable rules and regulations relating to RF radiation produced by a broadcast station; and (vii) neither the Company or any Subsidiary nor any of their respective predecessors has (except as A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Substances, Hazardous Wastes or Contaminants to any current or prior tenant or owner of any real property owned or leased at any time by either the Company or any Subsidiary or to any party who may be allowed potentially responsible for the presence of Hazardous Substances, Hazardous Wastes or Contaminants on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Substances, Hazardous Wastes or Contaminants that may be located on any real property owned or leased at any time by permit) and, to either the knowledge Company or any Subsidiary or any of their respective predecessors. Section 4.16 of the Company, none Company Disclosure Memorandum contains a description of the facilities owned, operated, leased or controlled by environmental indemnities of which either the Company are adversely affected by or any Release of Hazardous Materials originating or emanating from any other propertySubsidiary is a beneficiary.

Environmental. Except as would notexpressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, individually Carvana has not received any written notice or other written communication from any person (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, Regulated Substances or USTs, or remediation thereof, or possible liability of any Person (including without limitation, Carvana Lessee) pursuant to any Environmental Law, other environmental conditions in connection with the aggregateReal Property, reasonably be expected to or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. Carvana is fully familiar with the present use of the Property, and, after due inquiry, Carvana has become generally familiar with the prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Materials have a Material Adverse Effectbeen used, (i) handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Company is Property, except in De Minimis Amounts and in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasno Release or Threatened Release has occurred at or on the Property. The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any past or ongoing alterations or improvements at the Property, are and have been at all times, in compliance with all Environmental Laws. No further action is required to remedy any Environmental Condition or violation of, or to be in full compliance with, all permits required under any applicable Environmental Laws, each of which is and no lien has been imposed on the Property in full force and effectany federal, (iii) (a) there are no pending Proceedings state or local Governmental Authority in connection with respect to any Environmental Laws affecting Condition, the Company, (b) the Company has not received any demand, claim violation or notice of threatened violation of any Environmental Laws and (c) to or the knowledge presence of any Hazardous Materials on or off the Company, there Property. There is no Proceeding, notice pending or demand letter threatened litigation or request for information proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened against the Company under violation of any Environmental LawLaws or the presence, (iv) no Lien Release, Threatened Release or restriction has been recorded under placement on or at the Property of any Environmental Law with respect Hazardous Materials, or of any facts which would give rise to any assetssuch action, facility or property owned, operated, leased or controlled by the Company, (v) the Company nor 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 Carvana (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any state list employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive any 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 Materials are being released (as defined below) Laws at, on or under in connection with the Property or that there exists a presence, Release, Threatened Release or placement of any facility owned, operated, leased or controlled by the Company or have been Released at, Hazardous Materials on or at the Property, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on the Property; (b) received any notice under the citizen suit provision of any facility ownedEnvironmental Law in connection with the Property or any facilities, operatedoperations or activities conducted thereon, leased or controlled by 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 Company (except as may be allowed by permit) and, to the knowledge violation or threatened violation of the Company, none of the facilities owned, operated, leased any Environmental Laws or controlled by the Company are adversely affected by any Release existence of Hazardous Materials originating relating to the Property or emanating from any other propertyfacilities, operations or activities conducted thereon or any business conducted in connection therewith.