Common use of Environmental Clause in Contracts

Environmental. To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.

Environmental. To (a) None of the best real property relating to the Purchased Assets or the Easement is or has been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation, Liability Information System (“CERCLIS”) or any similar state list, or is or has been the subject of any “Superfund” evaluation or investigation, or any other investigation or proceeding of any governmental authority or unaffiliated third party or of Seller evaluating whether any remedial action is necessary to respond to any release of any hazardous substance, pollutant or contaminant in connection with such real property. (b) Seller has received no notice, written or otherwise, which remains outstanding or unresolved, to the effect that the Water Plant is not being operated in compliance in all material respects with all applicable laws concerning the protection of public health, public safety or the environment (“Environmental Laws”). Seller has received no notice, written or otherwise, which remains outstanding or unresolved, (i) (A) alleging that Seller or any of its agents is liable under any Environmental Law, or (B) ordering Seller or any of its agents to remedy or recommending that Seller or any of agents remediate, any environmental damage to any real property or modify or upgrade its Water Plant to comply with Environmental Laws, and (ii) to Seller’s knowledge, without inspection no such claims or an obligation notices are threatened or pending. (c) There has been no violation of Environmental Laws that remain unremedied or unresolved respecting the release or threatened release of any hazardous substance, pollutant or contaminant to do soany soil, groundwater, surface water, building component, wastewater, air or other media on or from any real property relating to the Property (Purchased Assets or the Easement during the ownership, occupation or use of such real property by Seller or any part of the Propertyits agents. (d) has There are no and have not in the past been used any underground storage tanks, underground piping (except for handlingwater or sewer), storage, transportation or disposal of hazardous or toxic materials; and Seller has not polychlorinated biphenyls used, generatedstored, manufactured, stored treated or disposed of on, under or about at any real property relating to the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date Purchased Assets or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationEasement.

Environmental. To the best of Seller’s knowledgeExcept for any matters that, without inspection individually or an obligation to do so, the Property (or any part of the Property) has not in the past aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or in any improvements on or under the Propertyare now, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with all Environmental Laws; (ii) Avion and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980Avion Material Subsidiaries are in possession of, and Solid Waste Disposal Actin compliance with, Florida Statutes Chapter 376all Environmental Permits that are required to own, lease and other similar federaloperate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, state and local statutory schemes imposing liability on owners of the Property. No inspectionreclamation or closure obligation, audit demand, notice, work order or other Investigation has been conducted liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of Avion and the airAvion Material Subsidiaries except as disclosed in the Avion Public Documents and, surface or subsurface conditions at to the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soAvion, there is no evidence basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any release activity in respect of hazardous materials onto such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or into the Property. No warning noticedirective which relates to environmental, notice of violationhealth or safety matters, administrative complaintand which may require any material work, judicial complaint repairs, construction or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing expenditures; (v) to the contraryknowledge of Avion, there are no changes in the event that Purchaser’s environmental audit reveals status, terms or conditions of any environmental concerns Environmental Permits held by Avion or contaminationany of the Avion Material Subsidiaries or any renewal, the Purchaser shall advise Seller about such environmental concerns modification, revocation, reassurance, alteration, transfer or contamination. In the event Seller declines to pay for the remediation amendment of any such matterenvironmental approvals, Purchaser shall consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the option to (a) terminate this Agreement knowledge of Avion, Avion and receive a return of its Xxxxxxx Money; or, (b) close on the property Avion Material Subsidiaries are not subject to all of any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationaggregate, constitute an Avion Material Adverse Effect.

Environmental. To the best Except for any matters that would not have a 4Front Material Adverse Effect: (i) all facilities and operations of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the past 4Front and its Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or in any improvements on or under the Propertyare now, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Actapplicable Environmental Laws; (ii) no environmental, Comprehensive Environmental Responsereclamation or closure obligation, Compensation and Liability (“Superfund”) Act of 1980demand, and Solid Waste Disposal Actnotice, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit work order or other Investigation has been conducted liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of 4Front and its Subsidiaries and, to the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so4Front, there is no evidence reasonable basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business occurring as of or prior to the date hereof; (iii) none of 4Front nor its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (iv) to the knowledge of 4Front, there is no renewal, modification, revocation, reassurance, alteration, transfer or amendment of any environmental Permits, or any review by or approval of, any Governmental Entity, of any environmental Permit, that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of 4Front or its Subsidiary following the Effective date; (v) 4Front and its Subsidiaries have made available to Cannex and BC Newco all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or under its control with respect to environmental matters; (vi) To the knowledge of 4Front, there are no hazardous substances located on, in or under any of the 4Front Properties and no release of any hazardous materials onto substances has occurred on, in or into from the Property. No warning notice, notice 4Front Properties from the operation of violation, administrative complaint, judicial complaint the business of 4Front or other formal its Subsidiaries or informal notice has been issued by a public agency alleging that conditions on the Property are in violation conduct of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing activities related to the contrarybusiness of 4Front or its Subsidiaries thereon; and (vii) to the knowledge of 4Front, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement 4Front and receive a return of its Xxxxxxx Money; or, (b) close on the property Subsidiaries are not subject to all of the other terms and conditions of this Agreement and any past or present fact, condition or circumstance that could reasonably be expected to assume all costs and expenses associated with result in liability under any such remediationEnvironmental Laws.

Environmental. To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part Knowledge of the PropertyBuyer, except as set forth on Schedule 6.14: (i) has not There are no underground tanks and related pipes, pumps and other facilities at the Real Property of the Checksmart Parties containing Hazardous Materials that are the responsibility of the Checksmart Parties and that would reasonably be expected to give rise to a material liability of the Checksmart Parties under any Environmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on such Real Property that are the responsibility of the Checksmart Parties and that would reasonably be expected to give rise to a material liability of the Checksmart Parties under any Environmental Law. (b) Each of the Checksmart Parties is presently, and for the past been used for handlingthree (3) years has been, storage, transportation in compliance in all material respects with all Environmental Laws applicable to such Real Property or disposal to the Checksmart Parties’ business operations. (i) None of hazardous or toxic materials; and Seller the Checksmart Parties has not used, generated, manufactured, stored refined, transported, treated, stored, handled, disposed, transferred, produced or disposed of on, under processed any Hazardous Materials at or about the Property or transported to or from the upon such Real Property, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there is not contained on has been no Release of any Hazardous Material by the Checksmart Parties at such Real Property that would reasonably be expected to result in a material liability of the Checksmart Parties under any Environmental Law. (d) None of the Checksmart Parties has within the past three (3) years (i) entered into or in been subject to any improvements on or Order with respect to such Real Property; (ii) received notice under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the citizen suit provisions of the Federal Water Pollution Control Actany Environmental Law; (iii) received any request for information, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violationdemand letter, administrative complaint, judicial complaint inquiry or other formal or informal notice has complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been issued by subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Checksmart Parties’ activities and operations at such Real Property as currently conducted; and (ii) any applications for renewal of such material Permits have been submitted on a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing timely basis to the contrary, in extent required under any Environmental Law. (f) None of the event that Purchaser’s environmental audit reveals Checksmart Parties has contractually agreed to assume any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation material liability of any other Person relating to or arising from any Environmental Law. (g) Checksmart has made available to the Seller Representative copies of all material documents, records and information in its possession or reasonable control concerning environmental, health or safety liabilities, including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials by the Checksmart Parties at, upon or from such matter, Purchaser shall have Real Property or formerly owned or leased property. This Section 6.14 sets forth the option to (a) terminate this Agreement sole representations and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all warranties of the other terms Buyer and conditions of this Agreement and Checksmart with respect to assume all costs and expenses associated environmental matters, including with respect to any such remediationEnvironmental Law, Hazardous Material or Release.

Environmental. To With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the best area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, without inspection never has been any mold, fungal or an obligation to do so, the Property (other microbial growth in or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from on the Property, and there is not contained on or existing conditions within the Property that could reasonably be expected to result in any improvements on material liability or under material costs or expenses to remediate the Propertymold, any flammable explosives, radioactive materials, asbestosfungal or microbial growth, or any substances defined to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or included other documentation regarding the environmental condition of the Real Property in the definition possession of “hazardous substance”Seller or Seller’s Affiliates, “hazardous waste”consultants, “hazardous materials” contractors or “toxic substances” under any applicable federal or state laws or regulations agents. As used in effect on the Effective Date or the Closing Date (collectively, the this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”). With regard to , (2) “hazardous substances” as defined by the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“SuperfundCERCLA”); (3) Act of 1980“toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar is otherwise regulated by federal, state and local statutory schemes environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability on owners or standards of the Propertyconduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). No inspectionAs used in this Contract: “Release” means spilling, audit leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationdisposing.

Environmental. To the best of such Seller’s knowledge, without inspection or an obligation except as may be set forth in the Existing Environmental Reports or other written Due Diligence Material or as alleged in the correspondence from Xxxxxxx Law Firm to do soXxxxx Management Company, Inc. dated December 20, 2005, (i) such Seller has no knowledge of the presence of any Hazardous Substances on the Property owned by such Seller, other than such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, repair and maintenance of an office building, or as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Property owned by such Seller; (or any part of the Propertyii) such Seller has not in used and has no knowledge that any other person has used the past been used Property owned by such Seller for handlingthe generation, recycling, use, reuse, sale, storage, handling, transportation or and/or disposal of hazardous any Hazardous Substances on such Property (except for such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, maintenance and repair of an office building, or toxic materialsas may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Property owned by such Seller); and (iii) Seller has not usedreceived any written notification from any governmental authority as to any violations of or failure to comply with any Environmental Law with respect to the Property owned by such Seller. The representations and warranties made in this Agreement by each Seller shall be continuing and shall be deemed made as of the date hereof and remade by such Seller as of the Closing Date in all material respects, generated, manufactured, stored or disposed of with the same force and effect as if made on, under or about and as of, such date, subject to such Seller’s right to update such representations and warranties by written notice to Purchaser and in the Property or transported certificate of such Seller to or from the Property, and there is not contained on be delivered pursuant to Section 5.1(i) hereof. Except as otherwise expressly provided in this Agreement or in any improvements documents to be executed and delivered by such Seller to Purchaser at the Closing, such Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Properties, whether made by such Seller, on behalf of such Seller, or otherwise, including, without limitation, the physical condition of the Properties, the financial condition of the tenants under the PropertyLeases, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date title to or the Closing Date (collectivelyboundaries of the Properties, pest control matters, soil conditions, the “Hazardous Materials”). With regard 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 or the Properties, and any other information pertaining to the PropertyProperties or the market and physical environments in which the Properties 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, Seller is in compliance with environmental, economic and maintains compliance with all the provisions legal condition of the Federal Water Pollution Control ActProperties and (ii) that Purchaser is not relying upon any statements, Comprehensive Environmental Responserepresentations or warranties of any kind, Compensation other than those specifically set forth in this Agreement or in any document to be executed and Liability delivered by Sellers to Purchaser at the Closing, made (“Superfund”or purported to be made) Act by Sellers or anyone acting or claiming to act on behalf of 1980Sellers. Purchaser will inspect the Properties and become fully familiar with the physical condition thereof and, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as subject to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and Agreement, shall purchase the Properties in their “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph shall survive the Closing until September 30, 2006, subject to assume all costs and expenses associated with any such remediationArticle 11 hereof.

Environmental. To the best of (a) Except as set forth on Schedule 5.9(a)-1, (i) to Seller’s knowledgeKnowledge, without inspection Seller (to the extent related to the Purchased Assets) is in compliance with all applicable Environmental Laws, (ii) to Seller’s Knowledge, Seller possesses all Environmental Permits required under Environmental Laws for the operation of the Purchased Assets as they are currently operated and is in compliance with such Environmental Permits; and (iii) Seller has received no written notice that any Environmental Permit is subject to termination, modification or an obligation revocation. Schedule 5.9(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Purchased Assets. (b) Except as set forth on Schedule 5.9(b), neither Seller nor any Affiliate of Seller has received within the last five years and, to do soSeller’s Knowledge, the Property (at any prior time, any written notice, report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any part liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the PropertyPurchased Assets arising under or relating to Environmental Laws or regarding Hazardous Materials. (c) has not in the past been used for handlingExcept as set forth on Schedule 5.9(c), storage(i) to Seller’s Knowledge, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertycaused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the Purchased Assets that could form a basis for an Environmental Claim, and (ii) Seller has not contained received written notice of any Environmental Claims related to the Purchased Assets that have not been fully and finally resolved and, to Seller’s Knowledge, no such Environmental Claims are pending or threatened against Seller. (d) Except as set forth on Schedule 5.9(d), to Seller’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or in poly-chlorinated biphenyls owned, leased, used, operated or maintained by Seller or, to Seller’s Knowledge, are otherwise located at any improvements of the Purchased Assets. (e) Except as set forth on Schedule 5.9(e), with respect to the Purchased Assets, within the last five years and, to Seller’s Knowledge, at any prior time, Seller has not assumed or under the Propertyretained, by contract or, to Seller’s Knowledge, by operation of law, any flammable explosives, radioactive materials, asbestos, obligation under any Environmental Law or concerning any substances defined as or included Hazardous Materials. (f) Seller has made available to Buyer all material environmental reports relating to the Purchased Assets that are in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” possession or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best reasonable control of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.

Environmental. To With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the best area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, without inspection never has been any mold, fungal or an obligation to do so, the Property (other microbial growth in or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from on the Property, and there is not contained on or existing conditions within the Property that could reasonably be expected to result in any improvements on material liability or under material costs or expenses to remediate the Propertymold, any flammable explosives, radioactive materials, asbestosfungal or microbial growth, or any substances defined to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or included other documentation regarding the environmental condition of the Real Property in the definition possession of “hazardous substance”Seller or Seller’s Affiliates, “hazardous waste”consultants, “hazardous materials” contractors or “toxic substances” under any applicable federal or state laws or regulations agents. As used in effect on the Effective Date or the Closing Date (collectively, the this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.2)

Environmental. To (a) Except as set forth on Schedule 3.16: (i) the best Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (ii) neither the Company nor any of Seller’s knowledge, without inspection or an obligation to do so, the Property (or its Subsidiaries has received any part of the Property) has notice alleging that they are not in the past such compliance with Environmental Laws; (iii) there has been used for handlingno unpermitted treatment, storage, transportation disposal or disposal release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each 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 materialswaste release sites published by any governmental authority in or outside of the United States; and Seller has not used(vi) there are no underground storage tanks located on, generatedno polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, manufacturedand no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored or disposed of on, under any site owned or about operated by the Property Company or transported to or from its Subsidiaries, except for any of the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is foregoing in compliance with Environmental Laws. For purposes of this Section 3.16, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances. The Company and maintains each of its Subsidiaries have obtained, and are in compliance with, all Authorizations required by any Environmental Laws. All such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Closing Documents. The Company and each of its Subsidiaries have been, and are currently, in compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationLaws.

Environmental. To the best of Seller’s knowledge, without inspection or an obligation to do soAs used herein, the Property (term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any part governmental authority or agency affecting any of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; Facilities and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported pertaining to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date health or the Closing Date (collectivelyenvironment, including, but not limited to, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 19801982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law or is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks have been or are now located at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and Solid Waste Disposal Actdisposal of such wastes and materials in the ordinary course of the business of the Facilities in accordance with applicable Environmental Laws, Florida Statutes Chapter 376, and other similar nor has any Facility ever been listed by any federal, state and local statutory schemes imposing liability on owners of the Property. No inspectionor county agency or governmental official as containing any oil, audit hazardous or toxic wastes or materials, chemical wastes, or other Investigation has toxic substances, and (d) no hazardous substances or toxic wastes have been conducted handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or requested as to the quality of the airdeposited over, surface beneath, in or subsurface conditions on any Facility or any portion thereof, from any source whatsoever, or are now located at the Property by any partyFacility, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental lawsapplicable Environmental Laws (including, regulationswithout limitation, ordinances asbestos, radon, oil or rulesother petroleum products, PCBs and urea formaldehyde). Notwithstanding the foregoing Prior to the contraryClosing, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, Magellan agrees to notify the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation promptly of any such matter, Purchaser shall have fact of which the option Seller acquires actual knowledge which would cause this representation to become false and of any written notice that the Seller receives regarding the matters set forth in this subsection (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationt).

Environmental. To the best of Seller’s knowledgeExcept for any matters that, without inspection individually or an obligation to do so, the Property (or any part of the Property) has not in the past aggregate, would not have or would not reasonably be expected to have a Eldorado Material Adverse Effect or as disclosed to European Goldfields: (i) all facilities and operations of Eldorado and the Eldorado Material Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or in any improvements on or under the Propertyare now, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with all Environmental Laws; (ii) Eldorado and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980Eldorado Material Subsidiaries are in possession of, and Solid Waste Disposal Actin compliance with, Florida Statutes Chapter 376all Environmental Permits that are required to own, lease and other similar federaloperate the Property and Mineral Rights and to conduct their respective business as they are now being conducted or planned to be conducted; (iii) no environmental, state and local statutory schemes imposing liability on owners of the Property. No inspectionreclamation or closure obligation, audit demand, notice, work order or other Investigation has been conducted liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of Eldorado and the airEldorado Material Subsidiaries and, surface or subsurface conditions at to the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soEldorado, there is no evidence basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any release activity in respect of hazardous materials onto such property, interests, rights, operations and business; (iv) neither Eldorado nor any of the Eldorado Material Subsidiaries is subject to any proceeding, application, order or into the Property. No warning noticedirective which relates to environmental, notice of violationhealth or safety matters, administrative complaintand which may require any material work, judicial complaint repairs, construction or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing expenditures; (v) to the contraryknowledge of Eldorado, there are no changes in the event that Purchaser’s environmental audit reveals status, terms or conditions of any environmental concerns Environmental Permits held by Eldorado or contaminationany of the Eldorado Material Subsidiaries or any renewal, the Purchaser shall advise Seller about such environmental concerns modification, revocation, reassurance, alteration, transfer or contamination. In the event Seller declines to pay for the remediation amendment of any such matterenvironmental approvals, Purchaser shall consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Eldorado or any of the Eldorado Material Subsidiaries following the Effective Date; (vi) Eldorado and the Eldorado Material Subsidiaries have made available to European Goldfields all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the option to (a) terminate this Agreement knowledge of Eldorado, Eldorado and receive a return of its Xxxxxxx Money; or, (b) close on the property Eldorado Material Subsidiaries are not subject to all of any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationaggregate, constitute a Eldorado Material Adverse Effect.

Environmental. To With respect to the best of Seller’s knowledge, without inspection Packaged Gas Business and all operations conducted by Seller or an obligation to do soits Affiliates on the Owned Real Property, the Leased Real Property and the real property that is subject to the Site Licenses (or to the extent related to the Purchased Assets, and excluding in any part event the Seller's sites at Marlborough, MA, Phoenix, AZ, Shakopee, MN, Mountain View, CA and Iselin, NJ with the exception of the Property) has not Purchased Equipment on such sites included in the past been used for handlingdefinition of Purchased Assets), storageexcept as set forth in Schedule 5.10: (a) the Packaged Gas Business, transportation or disposal of hazardous or toxic materials; the Purchased Assets and the Leased Real Property are in all material respects in compliance with Environmental Laws; (b) since January 1, 2000, the Seller has not usedreceived from any Governmental Body written notice of any action, generatedsuit, manufactureddemand, stored claim, investigation or disposed other legal proceeding pursuant to an Environmental Law where the potential liability could be reasonably expected to exceed $100,000; (c) there are no pending actions or proceedings of which the Seller has received written notice, or to the Knowledge of the Seller, threatened actions, suits, demands, claims, investigations or other legal proceedings pursuant to an Environmental Law; (d) there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body pursuant to an Environmental Law where the potential liability could be reasonably expected to exceed $100,000; (e) the Seller is not in material default of any order, judgment, injunction, award or decree of any Governmental Body pursuant to an Environmental Law; (f) the Seller has obtained and is in material compliance with all Environmental Permits necessary for the operation of the Packaged Gas Business and the Purchased Assets as currently conducted by the Seller; (g) to the Knowledge of the Seller, there is no Condition on, under or about the Owned Real Property, the Leased Real Property or transported the real property that is subject to the Site Licenses (to the extent related to the Purchased Assets) for which there is a legal obligation to perform any Remedial Action; (h) there are no pending actions or proceedings of which the Seller has received written notice, or to the Knowledge of the Seller, threatened actions, suits, demands, claims, investigations or other legal proceedings to revoke or limit any Environmental Permits; (i) Section (i) of Schedule 5.10 includes a list of all Environmental Permits related to the operation of the Packaged Gas Business or the ownership or possession of the Owned Real Property, the Leased Real Property or the real property that is subject to the Site Licenses that are currently held or being applied for by the Seller and that are material to or from necessary to carry on the Packaged Gas Business as presently conducted or material to the Seller's current use of the Purchased Assets; and (j) all material environmental reports relating to the Owned Real Property, and there the Leased Real Property or real property that is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard subject to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability Site Licenses (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing extent related to the contraryPurchased Assets) have been made available to Airgas and, in to the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, extent related to the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines Carolina Assets to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationNWS.

Environmental. To Except as specifically disclosed in the best of Seller’s knowledgeEnvironmental Report delivered to Lender which was dated May 17, without inspection or an obligation to do so2012, and issued by Lxxxxxxxxx Engineering Associates, Inc.: (a) Neither Borrower nor the Property is in violation of laws relating to Hazardous Materials; (b) Neither Borrower nor Guarantor has received, or has received a copy of, any part notice of any violation or alleged violation of any laws relating to Hazardous Materials with respect to the Property; (c) The Property complies with all laws relating to Hazardous Materials as to use and conditions on, under or about the Property including soil and groundwater condition; (d) There are no pending civil (including actions by private parties), criminal or administrative actions, suits or proceedings affecting Borrower, Guarantor or the Property relating to environmental matters (“Environmental Proceedings”) and neither Borrower nor Guarantor has any knowledge of any threatened Environmental Proceedings; (e) Neither Borrower nor any other Person (including prior to Borrower’s ownership of the Property) ), has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property any Hazardous Materials (other than cleaning or other materials brought onto the Property in reasonable quantities as are customarily used in connection with the normal use of the Property and in all cases in compliance with laws relating to Hazardous Materials); (f) The Property is not subject to any private or governmental Lien or judicial or administrative notice or action or inquiry, investigation or claim relating to hazardous, toxic and/or dangerous substances, Toxic Mold or any other Hazardous Materials; (g) No Toxic Mold is on or about the Property which requires remediation; (h) There have been no environmental investigations, studies, audits, reviews or other analyses conducted by or on behalf of Borrower which have not been provided to Lender; and (i) The Property has not been used (including the period prior to Borrower’s acquisition of thereof), permanently or temporarily, as a disposal site or storage site for any Hazardous Materials and the Property, and all parts thereof, are free of all Hazardous Materials other than Hazardous Materials that do not violate any applicable laws relating to Hazardous Materials. Without limitation on the foregoing: (i) the primary potable or drinking water source does not exceed the EPA Recommended Maximum Contaminant Level Goals set forth under the Safe Drinking Water Act and Clean Water Act, as amended; (ii) there is not contained on and has never been landfill containing decomposable material, petroleum wxxxx, mineral bearing mines, sewage treatment facilities, underground storage tanks, sinkholes, radon or in any improvements on or under other toxic emissions within the Property, and (iii) no electrical transformers, fluorescent light fixtures with ballasts or other equipment containing polychlorinated biphenyls (PCBs) have been located on the Property at any flammable explosives, radioactive materials, asbestos, time; and (iv) there are no facilities on the Property which are or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” have been subject to reporting under any applicable federal or state State laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions Section 312 of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation Emergency Planning and Liability (“Superfund”) Community Right to Know Act of 19801986 (42 U.S.C. Section 11022), and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationfederal regulations promulgated thereunder.

Environmental. To No Obligor is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened proceeding or investigation, (b) each Obligor has all material permits, licenses, registrations and other authorizations required by the best Requirements of Seller’s knowledgeEnvironmental Laws for the operation of its business and the properties which it owns, without inspection leases or an obligation to do sootherwise occupies, the Property (c) each Obligor currently operates its business and its properties (whether owned, leased or any part otherwise occupied) in compliance in all material respects with all applicable material Requirements of the PropertyEnvironmental Laws, (d) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, no Hazardous Substances are stored or disposed of onby any Obligor or otherwise used by an Obligor in violation of any applicable Requirements of Environmental Laws (including, under or about the Property or transported to or from the Propertywithout limitation, and there is not contained on or in has been no Release of Hazardous Substances by any improvements Obligor at, on or under any property now or previously owned or leased by the PropertyBorrower or any of their Subsidiaries), (e) except as disclosed in the environmental reports identified on Schedule 7.01(28) , to the knowledge of the Borrower (i) all underground storage tanks now or previously located on any flammable explosivesreal property owned or leased by it have been operated, radioactive materialsmaintained and decommissioned or closed, asbestosas applicable, in compliance with applicable Requirements of Environmental Law; and (ii) no real property or groundwater in, on or under any property now or previously owned or leased by any Obligor is or has been during such Obligor’s ownership or occupation of such property contaminated by any Hazardous Substance except for any contamination that would not reasonably be expected to give rise to material liability under Requirements of Environmental Laws nor, to the best of its knowledge, is any such property named in any list of hazardous waste or contaminated sites maintained under the Requirements of Environmental Law. (29) CERCLA. No portion of any Obligor’s Property has been listed, designated or identified in the National Priorities List or the CERCLA Information System both as published by the United States Environmental Protection Agency, or any substances defined as or included in the definition similar list of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under sites published by any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and or local statutory schemes imposing liability on owners authority proposed for requiring clean up or remedial or corrective action under any Requirements of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationEnvironmental Laws.

Environmental. To the best of Seller’s knowledgeExcept for any matters that, without inspection individually or an obligation to do so, the Property (or any part of the Property) has not in the past aggregate, would not have or would not reasonably be expected to have a Bullion Material Adverse Effect: (i) all facilities and operations of Bullion and its Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or in any improvements on or under are now (and the Propertyfacilities and operations of Old Bullion were), any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with all Environmental Laws; (ii) Bullion and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980its Subsidiaries are in possession of, and Solid Waste Disposal Actin compliance with, Florida Statutes Chapter 376all Environmental Permits that are required to own, lease and other similar federaloperate the Bullion Property and Bullion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, state and local statutory schemes imposing liability on owners of the Property. No inspectionreclamation or closure obligation, audit demand, notice, work order or other Investigation has been conducted Liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of Bullion, its Subsidiaries or Old Bullion and, to the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soBullion, there is no evidence basis for any such obligations, demands, notices, work orders or Liabilities to arise in the future as a result of any release activity in respect of hazardous materials onto such property, interests, rights, operations and business; (iv) neither Bullion nor any of its Subsidiaries is subject to any proceeding, application, order or into the Property. No warning noticedirective which relates to environmental, notice of violationhealth or safety matters, administrative complaintand which may require any material work, judicial complaint repairs, construction or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing expenditures; (v) to the contraryknowledge of Bullion, there are no changes in the event that Purchaser’s environmental audit reveals status, terms or conditions of any environmental concerns Environmental Permits held by Bullion or contaminationany of its Subsidiaries or any renewal, the Purchaser shall advise Seller about such environmental concerns modification, revocation, reassurance, alteration, transfer or contamination. In the event Seller declines to pay for the remediation amendment of any such matterenvironmental approvals, Purchaser shall have consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Authorities of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the option to (a) terminate execution or delivery of this Agreement and receive a return Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Bullion or any of its Xxxxxxx MoneySubsidiaries following the Closing Date; (vi) Bullion and its Subsidiaries have made available to Eurasian all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; orand (vii) to the knowledge of Bullion, (b) close on the property none of Bullion, its Subsidiaries or Old Bullion are subject to all of any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationaggregate, constitute a Bullion Material Adverse Effect.

Environmental. To Except as disclosed in the best New Gold Public Disclosure Documents: (i) New Gold and each of Seller’s knowledgeits Subsidiaries has been and is operated in compliance with all applicable Environmental Laws, without inspection except to the extent that a failure to be in such compliance, individually or an obligation in the aggregate, would not reasonably be expected to do so, have a Material Adverse Effect on New Gold; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the Property (ownership and operation by New Gold or any part of its Subsidiaries of the Propertyreal property, assets, mines and other facilities owned or used by New Gold or any of its Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of New Gold, any pending or threatened legal or administrative proceedings, and there are to the knowledge of New Gold, no proposals to amend, revoke or replace such material Environmental Approvals; (iii) has New Gold’s properties have not in the past been used for handlingto generate, storagemanufacture, transportation refine, treat, recycle, transport, store, handle, dispose, transfer, produce or disposal process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. Neither New Gold nor any of hazardous its Subsidiaries nor, to the knowledge of New Gold, any other person in control of any of New Gold’s properties, has caused or toxic materials; and Seller has not usedpermitted the Release of any Hazardous Substances at, generatedin, manufactured, stored or disposed of on, under or about from any New Gold properties, except in compliance, individually or in the Property aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or transported to or from the Property, and there is not contained stored on or off site of New Gold’s properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any improvements of New Gold’s properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on New Gold; (iv) neither New Gold nor any of its Subsidiaries nor any other person for whose actions New Gold or under any Subsidiary of New Gold may be partially or wholly liable, has treated or disposed, or arranged for the Propertytreatment or disposal, of any flammable explosivesHazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of New Gold, radioactive materials, asbestosproposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the Property. No inspectionreasonable potential for any proceeding, audit action, or other Investigation has been conducted claim against New Gold or requested as to the quality any of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Propertyits Subsidiaries. To the best knowledge of Seller’s knowledgeNew Gold, without inspection no site or an obligation facility now or previously owned, operated or leased by New Gold or its Subsidiaries is listed or, to do sothe knowledge of New Gold, there is no evidence proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor its Subsidiaries nor any other person for whose actions New Gold or any of its Subsidiary may be partially or wholly liable has caused or permitted the Release of any release Hazardous Substances on or to any of hazardous materials onto New Gold’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or into damage to other property, except to the Property. No warning extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would reasonably be expected to result in imposition of a lien, charge or other encumbrance or the expropriation on any of its properties or the assets of New Gold or its Subsidiaries; and (vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to New Gold and except as disclosed by New Gold in the New Gold Public Disclosure Documents, neither New Gold nor any of its Subsidiaries has received from any person or Governmental Entity any notice, notice formal or informal, of violationany proceeding, administrative complaint, judicial complaint action or other formal claim, Liability or informal notice has been issued by a public agency alleging potential Liability arising under any Environmental Law that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all is pending as of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationdate hereof.

Environmental. To Within ten (10) days after the best date hereof, Buyer may cause to be commenced a study and report (the "Phase I") to be prepared and completed prior to the Due Diligence Deadline describing the presence, if any, of Seller’s knowledgeany toxic or hazardous substances and/or materials including, without inspection or an obligation to do sobut not limited to, the Property (or existence of any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of onunderground storage tanks and/or asbestos located in, under or about each of the Property Assumed Lease Stores and the Owned Stores by one or transported more environmental engineering firms acceptable to or from Buyer ("Buyer's Environmental Consultant"). Such reports shall conform to American Society for Testing Materials Standard E1527-05 for Phase I. If recommended by any Phase I, Buyer shall have thirty (30) days following its receipt of the Property, and there Phase I to cause a Phase II Assessment to be completed (the "Phase II"). If a Phase II is not contained on affirmatively recommended in the Phase I or if Buyer does not cause a Phase II to be completed within the timeframe set forth above, Seller shall have no further obligations to provide access to Buyer in connection with environmental studies and due diligence under this Section 7.06 as to such Assumed Lease Stores or the Owned Stores. If any improvements on toxic or under the Property, any flammable explosives, radioactive hazardous substance or materials, asbestos, lead containing materials or underground storage tanks is disclosed by any substances defined as Phase I or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested Phase II as to which (i) Remediation (defined below) is required by Environmental Law to be performed by Seller (or if the quality of the airtransaction closes, surface or subsurface conditions at the Property would be required to be performed by any partyBuyer) then Seller shall, including public agencies. Furthermore, no written, oral or other type within (5) days after receipt of notice has been received indicating that any third partyfrom Buyer thereof, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of inform Buyer if Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in its sole discretion, shall commence and diligently pursue the event that Purchaser’s environmental audit reveals any environmental concerns removal, remediation or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation disposal of any such mattertoxic or hazardous substance or material, Purchaser shall have asbestos, lead containing materials or underground storage tanks in the option manner required by Environmental Law ("Remediation"). If Seller, in its sole discretion, is unwilling or unable to perform such Remediation, Buyer will notify Seller within five (5) days from the expiration of such period to state whether Buyer will: (a) terminate elect to waive any such environmental condition and the Remediation related thereto, release Seller from any obligation or liability for the environmental condition and the Remediation related thereto, and complete the acquisition of the Purchased Assets in accordance with this Agreement and receive a return of its Xxxxxxx Money; orAgreement, or (b) close on the property subject to all of the other terms and conditions of terminate this Agreement and to assume all costs and expenses associated with any such remediationAgreement.

Environmental. To Except as described on Schedule 3.06: (i) to the best Knowledge of Seller’s knowledge, without inspection or an obligation to do so, the Real Property is in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets, taken as a whole; (or any part of the Propertyii) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not usedreceived 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 liability under any Environmental Laws concerning the Purchased Assets; (iii) to the Knowledge of Seller, generatedthere are no claims, manufacturedactions, stored suits or disposed 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 about the Property or transported to or from the Property, and there is Purchased Assets of any Hazardous Materials except such matters as would not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in reasonably be expected to have a material adverse effect on the Effective Date or the Closing Date Purchased Assets, taken as a whole; (collectively, the “Hazardous Materials”). With regard v) to the PropertyKnowledge of Seller, there are no facts or circumstances that could reasonably be expected to result in 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 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 the Project; (viii) Seller currently has all material Environmental Permits that are required for the operation of the Project as presently operated, all of which are in full force and effect; and (ix) to the Knowledge of Seller (a) Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are not in violation of environmental laws, regulations, ordinances any terms or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation conditions of any such matterEnvironmental Permit, Purchaser shall other than any such violation, breach or default that would not reasonably be expected to have a material adverse effect on Seller, the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; orProject or the Purchased Assets, (b) close on no written notice of a pending violation of any material Environmental Permit has been received by Seller, and (c) no proceeding is pending or threatened to revoke, prevent the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with renewal of, or limit any such remediationmaterial Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to Environmental Laws, Environmental Conditions and Environmental Permits.

Environmental. To the best knowledge of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part member of the PropertyCaza Group: (i) no member of the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has not operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in the past compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been used for handlingno spills, storagereleases, transportation deposits or disposal discharges of hazardous or toxic materials; and Seller has not usedsubstances, generatedcontaminants or wastes within the Caza Group's ownership, manufacturedpossession or control at any time, stored or disposed of on, under or about the Property or transported to on or from the Property, and there is not contained on or under or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Actreal property owned or leased by the Caza Group at any time; (iv) there have been no releases, Comprehensive Environmental Responsedeposits or discharges, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental lawsEnvironmental Laws, regulationsof any hazardous or toxic substances, ordinances contaminants or rules. Notwithstanding wastes, within the foregoing Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the contrarybusiness or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the event that Purchaser’s case of a document, a copy of all environmental audit reveals any environmental concerns or contaminationhealth and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the Purchaser shall advise Seller about such environmental concerns current or contamination. In the event Seller declines to pay for the remediation previous operations of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all member of the other terms Caza Group and conditions which are in the possession or control of this Agreement and any member of the Caza Group as of the date hereof have been disclosed in writing to assume all costs and expenses associated with any such remediationthe Investor.

Environmental. To the Company’s best of Seller’s knowledge, without inspection except as set forth in the Loan Agreement and except with respect to any other matters that individually or an obligation in the aggregate could not reasonably be expected to do soresult in a Material Adverse Change (as defined in the Loan Agreement): (a) There is not located on, in, about, or under the Mortgaged Property (or any part Hazardous Substances except for Hazardous Substances of the Propertytype ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and has not in the past been used as a landfill, dump, disposal facility, gasoline station or for the storage, generation, production, manufacture, processing, treatment, disposal, handling, transportation, or deposit of any Hazardous Substances, where such production, storage, generation, manufacturing, processing, treatment, disposal, handling, transportation or disposal deposit was in violation, in any material respect, of hazardous or toxic materials; and Seller applicable Environmental Law. (c) There has not usedin the past been, generatedand no present threat now exists of, manufactureda spill, stored discharge, emission or disposed release of ona Hazardous Substance in, under or about the Property or transported to upon, under, over or from the Mortgaged Property or from any other property which would have an impact on the Mortgaged Property. (d) There are no past or present investigations, administrative proceedings, litigation, regulatory hearings or other action completed, proposed, threatened or pending, alleging noncompliance with or violation of any Environmental Laws or Regulations respecting the Mortgaged Property, or relating to any required environmental permits covering the Mortgaged Property. (e) The Company has disclosed to Mortgagee all reports and investigations commissioned by the Company and relating to Hazardous Substances and the Land and the Improvements. (f) There are not now, nor have there is not contained on ever been, any above ground or underground storage tanks located in any improvements or under the Mortgaged Property. There are no wxxxx on or under the Mortgaged Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.

Environmental. To Except as would not individually or in the best of Seller’s knowledge, without inspection or an obligation to do so, the Property aggregate have a Material Adverse Effect: (or i) Neither Vitran nor any part of the PropertyVitran Subsidiaries is in violation of, or has violated or has any liability under, any Environmental Law and there are no facts, circumstances or conditions existing, initiated or occurring prior to the Effective Date which could result in liability under any Environmental Laws. Without limiting the generality of the foregoing: (i) there has not in the past been used for handlingno Environmental Condition at, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about from any of the Property properties currently owned, leased or transported to operated by Vitran or any Vitran Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Vitran’s or the applicable Vitran Subsidiary’s ownership, tenancy or operation of such property; (ii) there has been no Environmental Condition at, on, under or from any of the Propertyproperties formerly owned, leased or operated by Vitran or any Vitran Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Vitran’s or any Vitran Subsidiary’s ownership, tenancy or operation of such property; (iii) none of the real property currently leased or operated by Vitran or any Vitran Subsidiary contains underground improvements, including but not limited to treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Contaminants, and there no portion of such real property is not contained or has been used as a dump or landfill or consists of or contains filled-in land or wetlands; and (iv) neither PCBs, “toxic mold,” asbestos- containing materials, nor any contamination are present on or in the real property currently owned, operated or leased by Vitran or the Vitran Subsidiaries or the improvements thereon. (ii) Neither Vitran nor any improvements on Vitran Subsidiary has received any notice, demand, claim or request for information or other written communication alleging that Vitran or any Vitran Subsidiary (i) is actually, potentially or allegedly liable under the Property, any flammable explosives, radioactive materials, asbestosEnvironmental Law for an Environmental Condition, or (ii) may be in violation of or have any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” liability under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date Environmental Law. (collectively, the “Hazardous Materials”). With regard to the Property, Seller is iii) Vitran and each Vitran Subsidiary are in compliance with the Environmental Approvals held or maintained by Vitran and maintains compliance with all the provisions such Subsidiaries. (iv) Neither Vitran nor any of the Federal Water Pollution Control ActVitran Subsidiaries has arranged, Comprehensive by contract, agreement or otherwise, for the transportation, disposal or treatment of Contaminants at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Response, Compensation and Liability (“Superfund”) Act of 1980Laws, and Solid Waste Disposal Actno such location, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners nor any of the Property. No inspectionreal property currently owned, audit operated, or other Investigation has been conducted leased by Vitran or requested as to the quality any of the air, surface Vitran Subsidiaries is listed on any governmental list or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type database of notice has been received indicating properties that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationmay require Remediation.

Environmental. To Except as set forth on SCHEDULE 5.11 and without in any manner limiting any other representations and warranties set forth in this Agreement: (a) Neither Seller, nor the best Acquisition Assets, nor any Business Property, is in violation of, or has violated, or has been or is in non-compliance with, any Environmental Laws in connection with the ownership, use, maintenance, operation of, or conduct of the Business or any Business Property. (b) Without in any manner limiting the generality of (a) above: (i) Except in compliance with Environmental Laws (including, without limitation, by obtaining necessary Permits) and to the Best Knowledge of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part no Materials of the Property) has not in the past Environmental Concern have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, extracted, mined, beneficiated, manufactured, stored stored, treated, or disposed of of, or in any other way released (and no release is threatened), on, under or about the any Business Property or transferred or transported to or from the any Business Property, and there is not contained on to the Best Knowledge of Seller, no Materials of Environmental Concern have been generated, manufactured, stored, treated or disposed of, or in any improvements on other way released (and no release is threatened), on, under, about or under from any property adjacent to any Business Property; (ii) Seller is not, as a result of the Propertyoperation or condition of the Business, any flammable explosives, radioactive materials, asbestosthe Acquisition Assets, or any substances defined as Business Property on or included prior to the Closing Date, subject to any: (a) contingent liability in connection with any release or threatened release of any Materials of Environmental Concern into the definition of “hazardous substance”environment whether on or off any Business Property; (b) reclamation, “hazardous waste”decontamination or Remediation requirements under Environmental Laws, “hazardous materials” or “toxic substances” any reporting requirements related thereto; or (c) consent order, compliance order or administrative order relating to or issued under any applicable federal Environmental Law; (iii) There are no Environmental Claims known, pending or state laws or regulations in effect on the Effective Date or the Closing Date (collectivelythreatened against Seller, the “Hazardous Materials”). With regard Acquisition Assets, or any of the Business Properties; (iv) Seller and all of its current Business Properties, to the PropertyBest Knowledge of Seller, Seller have all Permits necessary to comply with all Environmental Laws and have made all capital improvements necessary for compliance with all Environmental Laws (including, without limitation, for compliance with all Permits), and operation of Seller's Business and each Business Property is in compliance with and maintains compliance in all material respects with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement such required Permits; (v) To the Best Knowledge of Seller, there are no, nor have there ever been any, storage tanks or solid waste management units (not exempt from permit requirements) located on or under any Business Property of Seller, and there are no Materials of Environmental Concern in, under or on any Business Property in an amount exceeding naturally occurring background levels for such geographic area or which would require reporting to assume all costs and expenses associated any Governmental Authority or Remediation to comply with the most stringent requirements of Environmental Laws; (vi) To the Best Knowledge of Seller, none of the off-site locations where Materials of Environmental Concern generated from any such remediation.Business Property or for which Seller has arranged for treatment, storage, or disposal has been nominated or identified as

Environmental. To (a) Each of the best Company and its Subsidiaries is in material compliance with all Environmental Laws, which compliance includes the possession and maintenance, in full force and effect, by the Company and its Subsidiaries of Seller’s knowledgematerial permits, without inspection licenses, registrations, approvals and other governmental authorizations required for their current operations under applicable Environmental Laws and compliance with the terms and conditions thereof. (b) Neither the Company nor any of its Subsidiaries has received written notice of or an obligation is subject to do soany proceeding with respect to, any material Environmental Claims against the Property (Company or any part Subsidiary, and to the knowledge of the PropertyCompany, no such Environmental Claims have been threatened and no investigations with respect to any such Environmental Claims are pending. Except with respect to matters that have been fully resolved, neither the Company nor any of its Subsidiaries has received written notice that the Company or any of its Subsidiaries has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986) has not in or with respect to any other site undergoing Cleanup at which any Hazardous Materials which the past been used for handling, storage, transportation Company or disposal any of hazardous or toxic materials; and Seller has not used, its Subsidiaries generated, manufactured, stored transported or disposed of onhave been found. (c) To the knowledge of the Company, under (i) with respect to the real property currently owned, leased or about operated by the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, Company or any substances defined as or included in of its Subsidiaries (and, to the actual knowledge of the persons listed under the definition of “hazardous substance”knowledge” herein, “hazardous waste”with no duty of inquiry, “hazardous materials” with respect to any real property formerly owned, leased or “toxic substances” operated by the Company or any of its Subsidiaries), there have been no material Releases of Hazardous Materials that require a Cleanup or would otherwise result in any material liability to the Company or any of its Subsidiaries under any applicable federal Environmental Law, (ii) no underground tank or state laws or regulations in effect other underground storage receptacle for Hazardous Materials is located on the Effective Date real property currently owned, leased or operated by the Closing Date Company or any of its Subsidiaries; and (collectivelyiii) the Company and its Subsidiaries have complied in all material respects with the requirements of Environmental Law regarding the generation, the “use, transportation and disposal of Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.

Environmental. To Purchaser acknowledges and agrees that, except as may hereinafter be specifically set forth in this Agreement, it will be purchasing the best Loan Documents based upon the condition of Seller’s knowledgethe Property as of the date of this Agreement "AS IS" and "WITH ALL FAULTS" subject to reasonable wear and tear and loss by fire or other casualty or condemnation from the date of this Agreement until the Closing Date or, without inspection or an obligation to do soif applicable, the Property (Alternate Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Balcor nor its consultants, brokers or agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the land or any part improvements, the existence or nonexistence of asbestos, lead in water, lead in paint, radon, underground or above ground storage tanks, petroleum, toxic waste or any "Hazardous Materials" or "Hazardous Substances" (as such terms are defined below), the Property) has not in the past been used for handling, storage, transportation or disposal tenants of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the leases affecting the Property, and there is not contained on economic projections or in any improvements on or under market studies concerning the Property, any flammable explosivesdevelopment rights, radioactive taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Balcor makes no representation that the Property complies with Title III of the Americans With Disabilities Act and, except as may hereinafter be specifically set forth in this Agreement, Balcor makes no representation that the Property complies with any fire codes or building codes. Purchaser hereby releases Balcor from any and all liability in connection with any claims which Purchaser may have against Balcor, and Purchaser hereby agrees not to assert any claims, for damage, loss, compensation, contribution, cost recovery or otherwise, against Balcor, whether in tort, contract, or otherwise, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property, or arising under the "Environmental Laws" (as such term is hereinafter defined), or relating in any way to the quality of the indoor or outdoor environment at the Property. This release shall survive the Closing. As used herein, the term "Hazardous Materials" or "Hazardous Substances" means (i) hazardous wastes, hazardous materials, asbestoshazardous substances, hazardous constituents, toxic substances or any related materials, whether solids, liquids or gases, including but not limited to substances defined as or included in the definition of “"hazardous substance”, “hazardous waste”, “wastes," "hazardous materials” or “," "hazardous substances," "toxic substances” under any applicable federal ," "pollutants," "contaminants," "radioactive materials," or state laws other similar designations in, or regulations in effect on the Effective Date or the Closing Date (collectivelyotherwise subject to regulation under, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.amended

Environmental. To Except for any condition or other matter described in Exhibit 5.16 hereto, (a) Seller (in connection with the best of 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 inspection or an obligation to do solimitation, the Property 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 part 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 the Propertyor exposure to any Hazardous Substances; (c) to Seller’s knowledge, there has not in the past been used for handlingno Hazardous Substance handled, storagestored, transportation disposed of, or disposal of hazardous or toxic materials; and Seller has not usedreleased in, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the PropertyTransferred Banking Center or Leased Property in a manner or in an amount or concentration that would trigger any required notice, investigation, remedial action, or material liability under any applicable Environmental Laws; (d) to Seller’s knowledge, there are no regulated asbestos-containing materials, toxic mold or lead-based paint present at the Transferred Banking Center; (e) to Seller’s knowledge, there are, and there is not contained on or in any improvements have been, no underground storage tanks located on or under the Transferred Banking Center or Leased Property, any flammable explosives, radioactive materials, asbestos; and (f) Seller has made, or any substances defined as or included within ten (10) calendar days of the date hereof will make, available to Purchaser copies of all environmental and health and safety studies, reports and audits in the definition possession or control of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on Seller related to the Effective Date Leased Property or the Closing Date Transferred Banking Center (collectively, the “Hazardous MaterialsExisting Environmental Reports”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection there are no environmental and health and safety studies, reports or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing audits related to the contrary, in Leased Property other than the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationExisting Environmental Reports.

Environmental. To the best of Seller’s knowledge(a) The Lessee hereby covenants that it will not cause or permit any Hazardous Substances to be placed, without inspection or an obligation to do soheld, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored located or disposed of of, on, under or about at the Property Premises or transported to or from the PropertyPreferential Use Premises, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included other than in the definition ordinary course of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is business and in compliance with all applicable laws. (b) In furtherance and maintains compliance with not in limitation of any indemnity elsewhere provided to the Lessor hereunder, the Lessee hereby agrees to indemnify and hold harmless the Lessor and the City of Wichita from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the provisions Lessor or the City of Wichita by any person or entity for or arising out of the Federal Water Pollution Control Actpresence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during any term of this lease of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys’ fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar any federal, state and or local statutory schemes so- called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability on owners liability, including strict liability, or standards of conduct concerning, any hazardous substance) if such presence, escape, seepage, leakage, spillage, discharge, emission was caused by the Lessee, or persons within the control of the Property. No inspectionLessee, audit its officers, employees, agents, and/or licensees, or if such Hazardous Substance was owned by, or located on the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release). (c) If, during the term of this Agreement, the Lessee receives any notice of (i) the happening of any event involving the use (other than in the ordinary course of business and in compliance with all applicable laws), spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the premises or in connection with the Lessee’s operations thereon or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, or any other environmental, health, or safety matter affecting the Lessee (an “Environmental Complaint”) from any persons or entity (including, without limitation), the United States Environmental Protection Agency (the “EPA”) or the Kansas Department of Health and Environment (“KDHE”), the Lessee shall immediately notify the Lessor in writing of said notice. (d) The Lessor shall have the right, but not the obligation, and without limitation of the Lessor’s other rights under this Agreement, to enter the Premises and Preferential Use Premises or to take such other actions as deemed necessary or advisable to inspect, clean up, remove, resolve or minimize the impact of, or to otherwise deal with, any hazardous substance or environmental complaint following receipt of any notice from any person, including, without limitation, the EPA or KDHE, asserting the existence of any hazardous substance or an environmental complaint pertaining to the leased premises or any part thereof which, if true, could result in an order, suit or other Investigation has been conducted or requested as to action against the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contraryLessee and/or which, in the event that Purchaser’s environmental audit reveals any environmental concerns reasonable judgment of the Lessor, could jeopardize its interests under this Agreement. If such conditions are caused by circumstances within the control of the Lessee or contaminationif such circumstances result from a Hazardous Substance owned by, or located on the premises by, the Purchaser shall advise Seller about such environmental concerns Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or contamination. In release) all reasonable costs and expenses incurred by the event Seller declines to pay for Lessor in the remediation exercise of any such matterrights shall be payable by the Lessee, Purchaser within 15 days of written demand by Lessor. (e) If an event of default shall have occurred and be continuing, the Lessee at the request of the Lessor shall periodically perform (at the Lessee’s expense) an environmental audit and, if reasonably deemed necessary by the Lessor, an environmental risk assessment (each of which must be reasonably satisfactory to the Lessor) of the premises, or the hazardous waste management practices and/or hazardous waste disposal sites used by the Lessee with respect to the leased premises. Such audit and/or risk assessment shall be conducted by an environmental consultant satisfactory to the Lessor. Should the Lessee fail to perform any such environmental audit or risk assessment within 90 days of the written request of the Lessor, the Lessor shall have the option right, but not the obligation, to retain an environmental consultant to perform any such environmental audit or risk assessment. All costs and expenses incurred by the Lessor in the exercise of such rights shall be payable by the Lessee on demand. (af) terminate this Agreement Neither Lessee nor Lessor shall install or permit to be installed in the premises friable asbestos, electrical equipment containing polychlorinated biphenyls (PCBs), or any substance containing asbestos and receive deemed hazardous by federal or state regulations applicable to the premises and respecting such material. The Lessee shall defend, indemnify, and save the Lessor and the City of Wichita harmless from all costs and expenses (including consequential damages) asserted or proven against the Lessee by any person, as a return of its Xxxxxxx Money; or, (b) close on the property subject to all result of the other terms presence of said substances, and conditions any removal or compliance with such regulations, if said substance was installed by the Lessee, or persons within its control. (g) Subject to any limitations or restrictions imposed by the Kansas Budget Law or Cash Basis Law, the Lessor hereby agrees to indemnify and hold harmless the Lessee from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessee by any person or entity for, arising out of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during the term of this Agreement and the period prior to assume all the term of this Agreement of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and expenses associated with Liability Act, any federal, state or local so-called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order of decree regulating, relating to or imposing liability, including strict liability, or standards of conduct concerning any hazardous substance) unless such remediationpresence, escape, seepage, leakage, spillage, discharge, emission or release was caused by the Lessee, or persons within the control of the Lessee, its officers, employees, agents, business invitees and/or licensees, or if such hazardous substance was owned by, or placed upon the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release except to the extent such was caused by the Lessor). (h) Lessor shall grant to Lessee and its agents or contractors such access to the leased premises as is reasonably necessary to accomplish such removal and prepare such audit. If such removal is not accomplished prior to the expiration of the lease term, Lessee shall be obligated to pay rent to Lessor in the amount of One Hundred Twenty-five Percent (125%) of the last month’s rent. (i) The provisions of this article shall survive the termination of this Agreement.

Environmental. To the best (a) Purchaser shall have a period of Seller’s knowledge, without inspection or an obligation to do so, the Property twenty (or any part of the Property20) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on days after the Effective Date of this Agreement to obtain, at Purchaser’s sole cost and expense, a new or updated Phase I environmental site assessment or environmental audit of the Closing Date Property from a licensed environmental consultant (collectively, the “Hazardous MaterialsEnvironmental Due Diligence Period”). With regard to the PropertyTests, without Seller’s prior written consent, no secondary environmental reports, soil borings, groundwater samples, or other invasive or subsurface environmental investigations may be made of the Property and neither Purchaser nor its agents, representatives, employees, engineers or contractors may contact any federal, state, or local governmental agency or authority regarding the results of the Tests. In the event that disclosure of the results of any Tests is required by applicable law, regulation or court order, Purchaser shall notify Seller promptly in writing so that Seller may seek a protective order (at its own cost and expense) or other appropriate remedy. In the event that no such protective order or other appropriate remedy is in obtained, or Seller waives compliance with the terms of this Section 7, Purchaser shall give Seller written notice of the information to be disclosed as far in advance of its disclosure as practicable. In the event any such assessment or audit reveals that, in the commercially reasonable opinion of Purchaser’s environmental consultant, any portion of the Property is impaired by an Environmental Condition or there is a reportable violation of Environmental Laws, Purchaser shall have until the expiration of the Environmental Due Diligence Period to deliver to Seller written notice of such impairment or such reportable violation (the “Environmental Notice”). Purchaser shall not have the right to deliver an Environmental Notice for any household garbage area which is 0.25 acres or less. The Environmental Notice shall include a copy of any report, notice, or correspondence by which Purchaser was made aware of the impairment or reportable violation. If Purchaser timely delivers the Environmental Notice, then Seller may, at its sole option, (i) conduct testing at Seller’s sole cost and maintains compliance expense to establish that the Property is not impaired by such Environmental Condition or there is no such reportable violation of Environmental Laws and furnish Purchaser and Purchaser’s environmental consultant with the results of the test, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price, or (ii) conduct remediation in accordance with all applicable Environmental Laws to correct such Environmental Condition or reportable violation of Environmental Laws, whereupon the provisions Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price. The Closing Date may be extended by Seller by written notice to Purchaser to allow for the testing and/or remediation provided for in (i) and (ii) above. (b) As used herein, “Environmental Condition” shall mean the presence of Hazardous Substances in a concentration which would require remedial action pursuant to Environmental Laws or would require reporting pursuant to Environmental Laws; “Hazardous Substances” shall mean any hazardous materials including any hazardous, toxic or dangerous waste, substance or material in quantity or concentration defined as such in (or for purposes of) or regulated under in quantities above those established by applicable Environmental Laws in effect at this time or any time between now and Closing; “Environmental Laws” shall mean any applicable federal, state or local laws and the regulations promulgated thereunder relating to pollution or protection of the Federal Water Pollution Control Actenvironment, including laws relating to emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water, soil, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances and (i) the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”as amended by the Superfund Amendments and Reauthorization Act), 42 U.S.C. § 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 19801976, and Solid Waste Disposal 42 U.S.C. § 6901 et seq.; (iii) the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; (iv) the Toxic Substances Control Act, Florida Statutes Chapter 37615 U.S.C. § 2601 et seq.; (v) the Clean Xxxxx Xxx, 00 X.X.X. §0000 et seq.; and other similar federal(vi) with respect to the Property, state and local statutory schemes imposing liability on owners all applicable laws of the Property. No inspectionState of Arkansas based on, audit or other Investigation has been conducted or requested as to substantially similar to, the quality federal statutes listed in parts (i) through (v) of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationforegoing.

Environmental. To Following the best expiration of Seller’s knowledgethe Approval Period, without inspection or an obligation to do so, Purchaser may obtain additional environmental studies of the Property from time to time (or the “Additional Environmental Reports”). In the event any part of the Propertysuch Additional Environmental Report discloses (i) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of that there are conditions on, under at or about relating to the Property which are in non-compliance with Environmental Requirements, or transported to or from (ii) the Property, and there is not contained on or in any improvements possibility that Hazardous Materials may exist on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” Property that will require remediation under any applicable federal or state laws (herein, a “Subsequent Environmental Matter”), then Purchaser shall be entitled to terminate this Agreement so long as such Subsequent Environmental Matter (a) was not disclosed in the environmental site assessment of the Property obtained by Purchaser during the Approval Period and (b) has, or regulations in is reasonably likely to have, a material or adverse effect on the Effective Date Property which could result in potential liability or expense to Purchaser in excess of $50,000. Should Purchaser so elect to terminate this Agreement, then Purchaser shall provide Seller with written notice thereof, whereupon the Closing Date (collectivelyXxxxxxx Money shall be promptly returned to Purchaser, without the “Hazardous Materials”). With regard consent or joinder of Seller being required and notwithstanding any instructions to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980contrary which might be provided by Seller, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rulesSurviving Obligations. Notwithstanding the foregoing to the contraryforegoing, in the event that any such Subsequent Environmental Matter is susceptible of cure, and Seller notifies Purchaser in writing, within five (5) business days following Purchaser’s environmental audit reveals any environmental concerns or contaminationnotice of termination, the Purchaser that Seller has elected to cure such Subsequent Environmental Matter, then Purchaser’s notice of termination shall advise be deemed withdrawn, and Seller about shall promptly undertake such environmental concerns or contaminationcure and thereafter diligently pursue such cure to completion. In the event Seller declines elects to pay for cure a Subsequent Environmental Matter, it shall be obligated to cure such Subsequent Environmental Matter by Closing; provided, however that if Seller cannot reasonably effect such cure by the remediation of any scheduled Closing Date, then, provided that Seller has promptly commenced such mattercure and is diligently pursuing same, Purchaser Seller shall have the option right to extend the Closing Date for up to sixty (a60) terminate this Agreement and receive a return of its Xxxxxxx Moneydays, upon written notice delivered to Purchaser, in order to provide Seller with additional time to complete such cure; orand, (b) close on the property subject to all upon such extension of the other terms and conditions Closing Date by Seller, Seller agrees to at all times thereafter continue to diligently pursue the cure of this Agreement and such Subsequent Environmental Matter to assume all costs and expenses associated with any such remediationcompletion.

Environmental. To Company will provide to Agents copies of all notices received from or required to be made to (when sent) any Governmental Authority (other than notices routinely received or submitted in the best ordinary course of Seller’s knowledge, without inspection business) relating to the release or an obligation to do so, the Property (threatened release of Hazardous Substances by Company or any Subsidiary in connection with any of the assets or properties of Company or the Subsidiaries that is reportable under CERCLA or any other Environmental Law now or hereafter in effect (other than those reportable releases that do not and will not involve substantial fines, penalties on part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the PropertyCompany, any flammable explosives, radioactive materials, asbestos, Subsidiary or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”predecessors thereto). With regard COMPANY AGREES TO INDEMNIFY AND HOLD BANKS HARMLESS, FROM AND AGAINST ANY AND ALL FINES, PENALTIES, CLEANUP COSTS AND ASSESSMENTS LEVIED BY ANY GOVERNMENTAL AUTHORITY, TOGETHER WITH ALL CLAIMS, LIABILITIES, CAUSES OF ACTION, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS BUT EXCLUDING CLAIMS, LIABILITIES, ETC. ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY BANK), NOW EXISTING OR HEREAFTER ARISING, ASSERTED AGAINST OR INCURRED BY BANKS ARISING OUT OF OR IN CONNECTION WITH THE PRESENCE, STORAGE, DISCHARGE, USE, DISPOSAL, TRANSPORTATION OR REMEDIATION OF ANY HAZARDOUS SUBSTANCES (AS DEFINED IN CERCLA) ON OR ABOUT ANY OF THE ASSETS OR PROPERTIES OF COMPANY AND THE SUBSIDIARIES IN VIOLATION OF ANY ENVIRONMENTAL LAWS AFFECTING ANY OF THE ASSETS OR PROPERTIES OF COMPANY OR THE SUBSIDIARIES. THIS INDEMNITY SHALL SURVIVE THE PAYMENT IN FULL OF THE OBLIGATION. Prior to acquiring any property or asset (including the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence purchase of any release assets permitted under Section 9.13 hereof), Company shall review the effect of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close Environmental Laws on the property subject or asset to all be acquired, and based upon such review, Company shall not acquire such property or asset if Company would become liable for any then existing breach or violation, in any material respect, of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any Environmental Laws affecting such remediationproperty or asset.

Environmental. To the best Knowledge of Seller’s knowledgethe Company, without inspection or an obligation to do soexcept as set forth on Schedule 5.14: (i) There are no underground tanks and related pipes, pumps and other facilities at the Real Property (of the Company or any part of its Subsidiaries containing Hazardous Materials that are the responsibility of the PropertyCompany or any of its Subsidiaries and that would reasonably be expected to give rise to a material liability of the Company or any of its Subsidiaries under any Environmental Law; and (ii) has not there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property that are the responsibility of the Company or any of its Subsidiaries and that would reasonably be expected to give rise to a material liability of the Company or any of its Subsidiaries under any Environmental Law. (b) Each of the Company and its Subsidiaries is presently, and for the past three (3) years has been used for handling, storage, transportation in compliance in all material respects with all Environmental Laws applicable to the Real Property or disposal to the Company’s or any of hazardous the Company’s Subsidiaries’ business operations. (i) Neither the Company or toxic materials; and Seller any of its Subsidiaries has not used, generated, manufactured, stored refined, transported, treated, stored, handled, disposed, transferred, produced or disposed of on, under processed any Hazardous Materials at or about the Property or transported to or from the upon such Real Property, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there is not contained on has been no Release of any Hazardous Material by the Company or any of its Subsidiaries at such Real Property that would reasonably be expected to result in a material liability of the Company or any improvements on of its Subsidiaries under any Environmental Law. (d) Neither the Company or any of its Subsidiaries has within the past three (3) years (i) entered into or been subject to any Order with respect to such Real Property; (ii) received notice under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the citizen suit provisions of the Federal Water Pollution Control Actany Environmental Law; (iii) received any request for information, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violationdemand letter, administrative complaint, judicial complaint inquiry or other formal or informal notice has complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been issued by subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Company and each of the Company’s Subsidiaries’ activities and operations at such Real Property as currently conducted; and (ii) any applications for renewal of such material Permits have been submitted on a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing timely basis to the contrary, in extent required under any Environmental Law. (f) Neither the event that Purchaser’s environmental audit reveals Company nor any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines of its Subsidiaries has contractually agreed to pay for the remediation assume any material liability of any such matterother Person relating to or arising from any Environmental Law. (g) The Company has made available to the Buyer copies of all material documents, Purchaser shall have records and information in its possession or reasonable control concerning environmental, health or safety liabilities, including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials by the option to (a) terminate this Agreement and receive a return Company or any of its Xxxxxxx Money; orSubsidiaries at, (b) close on upon or from such Real Property or formerly owned or leased property. This Section 5.14 sets forth the property subject to all sole representations and warranties of the other terms and conditions of this Agreement and Seller Parties with respect to assume all costs and expenses associated environmental matters, including with respect to any such remediationEnvironmental Law, Hazardous Material, or Release.

Environmental. To the best of Seller’s knowledgeExcept for any matters that, without inspection individually or an obligation to do so, the Property (or any part of the Property) has not in the past aggregate, would not have or would not reasonably be expected to have an Endeavour Material Adverse Effect: (i) all facilities and operations of Endeavour and the Endeavour Material Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or in any improvements on or under the Propertyare now, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with all Environmental Laws; (ii) Endeavour and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980Endeavour Material Subsidiaries are in possession of, and Solid Waste Disposal Actin compliance with, Florida Statutes Chapter 376all Environmental Permits that are required to own, lease and other similar federaloperate the Endeavour Property and Endeavour Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, state and local statutory schemes imposing liability on owners of the Property. No inspectionreclamation or closure obligation, audit demand, notice, work order or other Investigation has been conducted liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of Endeavour and the airEndeavour Material Subsidiaries except as disclosed in the Endeavour Public Documents and, surface or subsurface conditions at to the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soEndeavour, there is no evidence basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any release activity in respect of hazardous materials onto such property, interests, rights, operations and business; (iv) neither Endeavour nor any of the Endeavour Material Subsidiaries is subject to any proceeding, application, order or into the Property. No warning noticedirective which relates to environmental, notice of violationhealth or safety matters, administrative complaintand which may require any material work, judicial complaint repairs, construction or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing expenditures; (v) to the contraryknowledge of Endeavour, there are no changes in the event that Purchaser’s environmental audit reveals status, terms or conditions of any environmental concerns Environmental Permits held by Endeavour or contaminationany of the Endeavour Material Subsidiaries or any renewal, the Purchaser shall advise Seller about such environmental concerns modification, revocation, reassurance, alteration, transfer or contamination. In the event Seller declines to pay for the remediation amendment of any such matterenvironmental approvals, Purchaser shall consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Endeavour or any of the Endeavour Material Subsidiaries following the Effective Date; (vi) Endeavour and the Endeavour Material Subsidiaries have made available to Avion all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the option to (a) terminate this Agreement knowledge of Endeavour, Endeavour and receive a return of its Xxxxxxx Money; or, (b) close on the property Endeavour Material Subsidiaries are not subject to all of any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationaggregate, constitute an Endeavour Material Adverse Effect.

Environmental. (a) Each of Seller and each Seller’s leasehold interest in the Leased Real Property are and have been in compliance in all material respects with all “Environmental Laws” (as hereinafter defined); (b) To the best Knowledge of Sellers, there has been no “Release” (as hereinafter defined) by any Seller at any of the Leased Real Property, or, to the Knowledge of Sellers, at any disposal or treatment facility which received “Hazardous Substances” (as hereinafter defined) generated by or from such Seller and/or the Leased Real Property; (c) No “Environmental Action” (as hereinafter defined) is pending, has been asserted against or, to the Knowledge of Sellers, is threatened against any Seller; (d) To the knowledge of Sellers, the Leased Real Property has not been used as a treatment or disposal site for any Hazardous Substances during the period of Seller’s knowledgeoperation thereof; (e) Each Seller holds all licenses, without inspection permits and approvals required by that Seller by any regulatory authority under any Environmental Laws in connection with the operation of the Business; (f) With respect to Sellers and the Leased Real Property, Sellers are not aware of and have not received any written notification pursuant to any Environmental Laws that (i) any work, repairs, corrective or an obligation remedial action, construction or capital expenditures are required to do sobe made as a condition of continued compliance with any Environmental Laws or any license, permit or approval issued pursuant thereto; (ii) any material license, permit or approval under any Environmental Laws is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated; or (iii) any events, conditions, circumstances, activities, practices, incidents, actions or omissions may interfere with or prevent compliance or continued compliance with any Environmental Law; and (g) Sellers have previously delivered (or will have delivered within 20 days after the date of this Agreement) to Purchaser a copy of all reports, assessments, investigations, permits, correspondence and other documents and information whatsoever which relate to the compliance status of such Seller or the Leased Real Property under any Environmental Laws. (h) For the purposes of this Section 3.19, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser following terms shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.following meanings:

Environmental. To Except for any matters which individually or in the best aggregate are not reasonably likely to result in an expenditure or liability in excess of Seller’s knowledge$20 million: (a) all operations of Westcoast and its subsidiaries and, without inspection to the knowledge of Westcoast, any of its Partially Owned Entities have been conducted, and are now, in compliance with all Environmental Laws; (b) Westcoast and its subsidiaries and, to the knowledge of Westcoast, its Partially Owned Entities are in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate their properties and to conduct their respective businesses as they are now being conducted or an obligation as proposed to do sobe conducted (collectively the "Westcoast Environmental Permits"); and (c) neither Westcoast nor any of its subsidiaries or, to the Property knowledge of Westcoast, any of its Partially Owned Entities is subject to: (i) any Environmental Laws that require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any part other such expenditures; (ii) any written demand or written notice alleging breach of or with respect to liability under any Environmental Laws applicable to Westcoast, any subsidiary of Westcoast or any of its Partially Owned Entities, including any regulations respecting the Property) has not in the past been used for handlinguse, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of hazardous Hazardous Substances; (iii) any written demand or toxic materialswritten notice with respect to liability, by contract or operation of Environmental Laws applicable to Westcoast or any current or former subsidiary of Westcoast or any of its Partially Owned Entities or any of their respective predecessor entities, divisions or any formerly owned, leased or operated properties or assets of the foregoing, including liability with respect to the presence, release, threatened release or discharge of Hazardous Substances; and Seller has not usedor (iv) any changes in the terms or conditions of any Westcoast Environmental Permits or any renewal (other than renewals in the ordinary course on the expiry of permits), generatedmodification, manufacturedrevocation, stored reissuance, alteration or disposed amendment of onsuch Westcoast Environmental Permits that are required in connection with the execution or delivery of this Agreement, under the consummation of the transactions contemplated hereby or about the Property continuation of business of Westcoast or transported any subsidiaries of Westcoast or, to or from the Property, and there is not contained on or in any improvements on or under the Propertyknowledge of Westcoast, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any Partially Owned Entities following such remediationconsummation.

Environmental. To (a) (i) Keep any property either owned or operated by the best Borrowers or their Restricted Subsidiaries free of Seller’s knowledgeany Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and (ii) comply, without inspection in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests; provided, however, that no Borrower shall be deemed to have breached this Section 5.10 to the extent that any failures to comply with the requirements specified in clause (i) or an obligation (ii) above, either individually or in the aggregate, have not resulted in, and could not reasonably be expected to do soresult in, a Material Adverse Change. If the Property (Company or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestosits Restricted Subsidiaries, or any substances defined as tenant or included occupant of any Real Property owned, leased or operated by Company or any of its Restricted Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the definition presence or Release of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date Hazardous Material (collectively, the “Hazardous Materials”). With regard to the Property, Seller is except in compliance with applicable Environmental Laws), each Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and maintains compliance with all clean up any Hazardous Materials from any Real Property except where the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980failure to do so has not resulted in, and Solid Waste Disposal Actcould not reasonably be expected to result in, Florida Statutes Chapter 376a Material Adverse Change. (b) At the written request of Agent, and other similar federalwhich request shall specify in reasonable detail the basis therefor, state and local statutory schemes imposing liability on owners at any time after the occurrence of the Property. No inspectionan Event of Default, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property a breach by any partyBorrower of an environmental provision of this Agreement, including public agencies. Furthermore, no written, oral or any other type matter that requires the giving of notice has been received indicating that under clauses (n) through (r) on Schedule 5.1, the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any third partyReal Property, including governmental agenciesprepared by an environmental consulting firm reasonably approved by Agent, proposes addressing the matters which gave rise to carry out an inspection, audit or other investigation of such request and estimating the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence potential costs of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are Remedial Action in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of connection with any such matter. If any Borrower fails to provide the same within 45 days after such request was made, Purchaser Agent may order the same, and the Borrowers shall have the option grant and hereby do grant, to (a) terminate this Agreement Agent, access to such Real Property and receive a return of its Xxxxxxx Money; orspecifically grant Agent an irrevocable non-exclusive license, (b) close on the property subject to the right of tenants, to undertake such an assessment, all of at the other terms Borrowers’ joint and conditions of this Agreement and to assume all costs and expenses associated with any such remediationseveral expense.

Environmental. Except as disclosed on Xxxxxxx 0.00, XXX has never owned or operated any real property except for leased office space: (a) To the best Best Knowledge of Seller’s knowledgeRJL, without inspection or an obligation to do so, the Property no real property (or the subsurface soil and the ground water thereunder) now or previously leased by RJL (the "Leased Premises") either contains any part Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of the Property) RJL, there has not in the past been used for handlingno generation, transportation, storage, transportation treatment or disposal of hazardous any Hazardous Substance on or toxic materials; and Seller has not usedbeneath the Leased Premises, generated, manufactured, stored now or disposed of on, under or about in the Property or transported to or from the Property, and there past; (c) RJL is not contained aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any improvements Hazardous Substance; (d) RJL has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or under in the Property, any flammable explosives, radioactive materials, asbestosLeased Premises, or any substances defined as generation, transportation, storage, treatment or included disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of RJL, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, release, threat of release, placement on or in the definition Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of “hazardous substance”any Hazardous Substance. RJL further agrees and covenants that RJL will not store or deposit on, “hazardous waste”otherwise release or bring onto or beneath, “hazardous materials” or “toxic substances” under the Leased Premises any applicable federal or state laws or regulations in effect on the Effective Date or Hazardous Substance prior to the Closing Date Date; and (collectivelyf) There is no litigation, the “Hazardous Materials”). With regard to the Propertyproceeding, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit citizen's suit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation pending, or, to RJL's Best Knowledge, threatened, against XXX, xxx XXX knows of the Property. To the best of Seller’s knowledgeno facts or circumstances which might give rise to any future litigation, without inspection proceeding, citizen's suit or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint governmental or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of investigation, which relate to RJL's compliance with environmental laws, regulations, ordinances rules, guidelines and ordinances. For purposes of this Section 6.21, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or ruleslocal Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. Notwithstanding For purposes of this Section 6.21, "Hazardous Substance" shall not mean and shall not include the foregoing following, to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns extent used normally and required for everyday uses or contamination, the Purchaser shall advise Seller about such environmental concerns normal housekeeping or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to maintenance: (a) terminate this Agreement fuel oil and receive a return of its Xxxxxxx Money; ornatural gas for heating, (b) close on lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (c) materials routinely used in the property subject to all day-to-day operations of the other terms an office, such as copier toner, (d) consumer products, (e) material reasonably necessary and conditions customarily used in construction and repair of this Agreement an office project, and to assume all costs (f) fertilizers, pesticides and expenses associated with any such remediationherbicides commonly used for routine office landscaping.

Environmental. To the best of Seller’s knowledgeKnowledge and except for any condition described in Exhibit 2.10 hereto or identified with reasonable specificity in any Phase I Environmental Assessment or Phase II Environmental Assessment obtained pursuant to Section 5.10(a) (“Environmental Reports”), without inspection or an obligation to do so(a) Seller, the Property (or any part of Real Estate Interests and the Property) has not Branches are and have been in the past been used for handlingcompliance in all material respects with all federal, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertystate, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, and ordinances or rules. Notwithstanding the foregoing relating to the contraryenvironment and to the discharge of hazardous substances, in pollutants or other regulated material (“Hazardous Substances”) into the event that Purchaser’s environmental audit reveals any environmental concerns air, ground or contamination, water applicable to the Purchaser shall advise Seller about such environmental concerns or contamination. In Real Estate Interests (the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money“Environmental Laws”); or, (b) close there are no actions, suits, claims, notices of violation, orders or proceedings pending or, to Seller’s Knowledge, threatened against Seller or to Seller’s Knowledge, against any other person, with respect to the Real Estate Interests or the Branches 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; and (c) there has been no release of any Hazardous Substance in, on, or under any of the Branches or Real Estate Interests in an amount or concentration that would trigger any required investigation, remedial action, or liability under any applicable Environmental Laws. For purposes of this Section 2.10, Seller shall not be deemed to have Knowledge of matters or information disclosed in any Environmental Report unless either (i) such matter or information is identified therein with reasonable specificity or (ii) Seller has Knowledge of such matter independently of such Environmental Report. Purchaser acknowledges and agrees that Seller makes no representations or warranties regarding the truth, accuracy or thoroughness of the investigation, preparation or content of the Environmental Reports, or the competence or ability of the persons or companies preparing the Environmental Reports. Seller warrants that it has provided to Purchaser all information of which Seller is aware or which is in Seller’s possession that relates to the environmental condition of the Branches and Real Estate Interests or to compliance of the Seller or the Branches and Real Estate Interests with applicable Environmental Laws. Assuming that Seller has satisfied all of its requirements under Section 5.10, Purchaser agrees that, by closing the transaction contemplated herein, Purchaser will have had an opportunity to review such reports prior to the Closing Date in order to make an independent verification of the information contained therein, and that Purchaser and its environmental consultants will have had an opportunity to conduct tests on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationReal Estate Interests.

Environmental. (a) To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance in all respects with all the provisions Environmental Laws. A description of the Federal Water Pollution Control Actany outstanding notice, Comprehensive citation, inquiry or complaint which Seller has received of any alleged violation of any Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit Law or other Investigation has been conducted or requested as Environmental Permit relating to the quality of Business or the airPurchased Assets is contained in Schedule 4.19(a). (As used in the preceding sentence, surface the term “outstanding” refers to any notice, citation, inquiry or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral complaint that pertains to a matter that has not been corrected or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. otherwise resolved.) To the best of Seller’s knowledge, without inspection Seller possesses all Environmental Permits which are currently required for the operation of the Business. All Environmental Permits issued to Seller with respect to the Purchased Assets or an obligation to do soconduct of the Business are listed in Schedule 4.19(a) and Seller is in compliance in all material respects with the provisions of all such Environmental Permits. (i) There has been no generation, there is no evidence storage, disposal, treatment or transportation of any release Hazardous Materials (as herein defined) at the Xxxxxx Facility or at or to any Offsite Facility by or on behalf of hazardous materials onto Seller in violation of, or into the Property. No warning noticewhich could give rise to any liability or obligation of Seller under, notice of violation, administrative complaint, judicial complaint or other formal or informal notice any Environmental Laws; and (ii) there has been issued no Release (as herein defined) by a public agency alleging that conditions on the Property are in violation of environmental lawsSeller or, regulations, ordinances or rules. Notwithstanding the foregoing to the contrarybest of Seller’s knowledge, in by any other party, at the event Xxxxxx Facility. (c) Schedule 4.19(c) sets forth a complete list of all (i) Offsite Facilities to which Seller has sent Hazardous Materials; (ii) Containers (as herein defined) that Purchaser’s environmental audit reveals any environmental concerns are now present at, or contaminationhave been removed from, the Purchaser shall advise Seller about such environmental concerns or contaminationXxxxxx Facility; and (iii) locations of PCB’s and/or asbestos at the Xxxxxx Facility. In All Containers which have been removed from the event Seller declines to pay for Xxxxxx Facility have been removed in accordance with all applicable Environmental Laws. (d) For the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions purposes of this Agreement and to assume all costs and expenses associated with any such remediation.Agreement:

Environmental. To the extent in Seller’s actual possession, Seller has delivered to Purchaser or made available all environmental or geological reports with respect to the Property. All of the representations and warranties contained in this paragraph 5 are made by Seller as of the date hereof. All references elsewhere in this Contract to “Seller’s knowledge” or “Seller’s actual knowledge”, the “best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date words of similar import (collectively, the “Hazardous Materials”). With regard i) shall refer solely to the Propertycurrent, Seller is in compliance with and maintains compliance with all the provisions actual knowledge (as opposed to constructive, deemed or imputed knowledge) of the Federal Water Pollution Control ActProFrac Holdings, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rulesLLC. Notwithstanding the foregoing anything in this Contract to the contrary, in the event that Purchaserany of the Seller’s environmental audit reveals any environmental concerns representations or contaminationwarranties in this Contract become untrue or materially inaccurate between the Effective Date and the date of Closing, the Seller shall promptly notify Purchaser of same before Closing in writing, whereupon Purchaser shall advise as its sole and exclusive alternative remedies have the right to either (i) terminate this Contract within three (3) days of receipt of notice of such fact by giving written notice of termination to Seller about within said period and the parties shall have no further obligations hereunder, or (ii) waive any claim or cause of action relating to such environmental concerns or contaminationfact and proceed to Closing. In the event that Purchaser does not give a written notice of termination to Seller declines to pay for within three (3) days of receipt of notice of the remediation untruth or material inaccuracy of any representation, the foregoing right of termination shall be deemed null and void and of no further force and effect, and Purchaser waives the right to bring any action as a result of such matterbreach or inaccuracy. Purchaser expressly acknowledges that the Property is being sold and accepted AS-IS, WHERE-IS WITH ALL FAULTS, and, except as expressly set forth in this Section 5, Seller makes no representations or warranties, express or implied with respect to the physical condition or any other aspect of the Property. Purchaser represents and warrants that Purchaser (or its representatives) have been afforded the opportunity to fully and thoroughly inspect the Property and shall have the option satisfied itself therewith if Purchaser proceeds to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationClosing.

Environmental. To Except as would not reasonably be expected to result, individually or in the best aggregate, in fines or penalties under Environmental Laws or environmental remediation costs required to be incurred under Environmental Laws in excess of Seller’s knowledge, without inspection or an obligation to do so$5 million ("Material Environmental Liability"): (a) Except as disclosed on Schedule 3.6, the Owned Real Property and Leased Real Property comply in all material respects with and, to the General Partner's Knowledge, have previously been operated in compliance in all material respects with all Environmental Laws. Except as disclosed on Schedule 3.6, none of the InterMedia Companies has (i) generated, stored, used, treated, handled, discharged, released or disposed of any Hazardous Substances at, on, under, in or about, to or from or in any other manner affecting, any Owned Real Property or Leased Real Property, (ii) transported any Hazardous Substances to or from any Owned Real Property or Leased Real Property or (iii) undertaken or caused to be undertaken any other activities relating to the Owned Real Property or Leased Real Property, which could reasonably be expected to give rise to liability under any Environmental Law and, to the General Partner's Knowledge, no other present or previous owner, tenant, occupant or user of any Owned Real Property or Leased Real Property or any part other Person has committed or suffered any of the foregoing. Except as disclosed on Schedule 3.6, to the General Partner's Knowledge, no release of Hazardous Substances outside the Owned Real Property or Leased Real Property has entered or threatens to enter any Owned Real Property or Leased Real Property, nor is there any pending or threatened Litigation based on Environmental Laws which arises from any condition of the land adjacent to or immediately surrounding any Owned Real Property or Leased Real Property. Except as disclosed on Schedule 3.6, no Litigation based on Environmental Laws which relates to any Owned Real Property or Leased Real Property or any operations or conditions on it (i) has not been asserted or conducted in the past or is currently pending against or with respect to any of the InterMedia Companies or, to the General Partner's Knowledge, any other Person or (ii) to the General Partner's Knowledge, is threatened or contemplated. (b) Except as disclosed on Schedule 3.6, (i) to the General Partner's Knowledge, no aboveground or underground storage tanks regulated under the Environmental Laws are currently or have been located on any Owned Real Property or Leased Real Property, (ii) to the General Partner's Knowledge, no Owned Real Property or Leased Real Property has been used at any time as a gasoline service station or any other facility for handlingstoring, storagepumping, transportation dispensing or disposal producing gasoline or any other petroleum products or wastes and (iii) to the General Partner's Knowledge, no building or other structure on any Owned Real Property or Leased Real Property contains friable asbestos, or asbestos-containing material. (c) The General Partner has provided Buyer with complete and correct copies of hazardous (i) all material studies, reports, surveys or toxic other written materials; and Seller has not used, generatedwhich to the General Partner's Knowledge, manufacturedare in the possession of the General Partner or the InterMedia Companies relating to the presence or alleged presence of Hazardous Substances at, stored or disposed of on, under or about affecting the Owned Real Property or transported to or from the Leased Real Property, and there is not contained on (ii) all material written notices (other than general notices made by general publication) or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included other material written materials in the definition possession of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date General Partner or the Closing Date (collectively, InterMedia Companies that were received from any Governmental Authority having the “Hazardous Materials”). With regard power to the Property, Seller is in compliance with and maintains compliance with all the provisions administer or enforce any Environmental Laws relating to potential liability under Environmental Laws arising out of the Federal Water Pollution Control Actcurrent or past ownership, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners use or operation of the Property. No inspection, audit Owned Real Property or other Investigation has been conducted Leased Real Property or requested as to activities at the quality Owned Real Property or Leased Real Property and (iii) all materials in the possession of the air, surface General Partner or subsurface conditions at the Property InterMedia Companies relating to any material Litigation or material allegation by any partyprivate third party concerning any Environmental Law and relating to InterMedia's Business, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contraryexcepting, in the event that Purchaser’s environmental audit reveals any environmental concerns or contaminationcase of clauses (i), the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of (ii) and (iii), any such matter, Purchaser shall have materials that were prepared by legal counsel to the option to (a) terminate this Agreement InterMedia Companies and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationconstitute privileged attorney work product or communications.

Environmental. To the best of Seller’s knowledge, without inspection or an obligation to do so(a) The Purchased Business, the Leased Property and the Premises have been and are in material compliance with all Environmental Laws. (or any part of the Propertyb) The Vendor has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not permitted to be used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is except in compliance with and maintains compliance with all Environmental Laws, the provisions Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soVendor, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Leased Property or the Premises and the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material. (d) The Vendor is no evidence of not responsible for any release of hazardous materials onto Cleanup or into any other remedy or liability under any Environmental Laws in connection with the Leased Property, the Premises, the Purchased Assets or the Purchased Business. No warning notice, notice of violation, administrative complaint, judicial complaint or other The Vendor has never received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals Vendor settled any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation allegations of any such matternon-compliance prior to prosecution. There are no written notices, Purchaser shall have orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the option Vendor that it is or may be responsible for, any work, repairs, construction or material capital expenditures to (a) terminate this Agreement be made under Environmental Laws with respect to the Purchased Business, the Leased Property, the Premises or the Purchased Assets. The Vendor has never received a written claim or notice and receive a return otherwise has no knowledge of its Xxxxxxx Money; orpotential liability or actual liability, (b) close on the property subject relating to all any Cleanup at any off-site location arising out of the Vendor's or any other terms and conditions person's activities or operations at the Leased Property or the Premises. (e) The Vendor has not caused or permitted, nor has there been to the knowledge of this Agreement and to assume all costs and expenses associated the Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the - 38 - Leased Property or the Premises or the Purchased Business or any such remediationRelease on or from a facility which was previously owned or leased, or any such Release, to the Vendor's knowledge, on or from a facility owned or operated by any third party but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. (f) All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the operation of the Purchased Business have been disposed of, treated and stored by the Vendor in compliance with all Environmental Laws. (g) The Vendor has made available to the Purchaser all documents in the Vendor's possession or under its control relating to compliance by the Vendor with or claims against the Vendor under Environmental Laws or to any other environmental or occupational health and safety matter in connection with the Leased Property, the Premises or the Purchased Business.

Environmental. To the best of Seller’s knowledgeSublessee agrees not to cause or permit any “Hazardous Materials” as defined in this Sublease to be brought upon, without inspection or an obligation to do sostored, the Property (or any part of the Property) has not in the past been used for handlingused, storage, transportation or disposal of hazardous or toxic materials; and Seller has not usedhandled, generated, manufactured, stored released or disposed of on, in, under or about the Property Premises by Sublessee, its agents, employees, subtenants, assignees, licensees, contractors or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date invitees (collectively, “Sublessee’s Parties”), except in accordance with all applicable local, state and federal laws. Concurrently with the execution of this Sublease and annually thereafter, within thirty (30) days of written request from Sublessor (which request shall not be made more than once annually, unless required in by Landlord, or to satisfy Applicable Legal Requirements or an Event of Default is continuing), Sublessee agrees to complete and deliver to Sublessor an environmental questionnaire in a reasonable form to be supplied by Sublessor. In addition to and not in replacement of Sublessor’s obligation in the immediately preceding sentence, Sublessee shall deliver to Sublessor a list identifying each type of Hazardous Material (other than Customary Office Materials used in accordance with Applicable Legal Requirements ), including the types and amounts, being or to be generated, produced, brought upon, used, stored, treated or disposed of by or on behalf of Subtenant in or about or on the Premises, the Building, or the Property (a “Hazardous Substances List”) within thirty (30) days of the effective date of this Sublease and within sixty (60) days of any material change to such Hazardous Substances List. For illustrative purposes, a “material change” shall include, without limitation, the introduction of a new category or classification of Hazardous Materials”). With regard In addition, Sublessee shall timely furnish all disclosures required pursuant to the Propertyterms of the Primary Lease as it relates to Hazardous Materials. Upon the expiration or earlier termination of this Sublease, Seller Sublessee agrees to promptly remove from the Premises, at its sole cost and expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises or any portion thereof by Sublessee or any of the Sublessee’s Parties. To the fullest extent permitted by law, Sublessee agrees to promptly indemnify, protect, defend and hold harmless Sublessor and Sublessor’s partners, officers, directors, employees, agents, successors and assigns (collectively, “Sublessor Indemnified Parties”) from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises and which are caused or permitted by Sublessee or any of the Sublessee’s Parties. Sublessee agrees to promptly notify Sublessor of any release of Hazardous Materials in the Premises which Sublessee becomes aware of during the Term of this Sublease, whether caused by Sublessee or any other persons or entities. In the event of any release of Hazardous Materials caused or permitted by Sublessee or any of the Sublessee’s Parties, Sublessor shall have the right, but not the obligation, to cause Sublessee to immediately take all steps Sublessor deems necessary or appropriate to remediate such release and prevent any similar future release to the satisfaction of Sublessor or Landlord. At all times during the Term of this Sublease upon at least twenty-four (24) hours prior written notice to Sublessee, provided Sublessee shall have the right to have a representative of Sublessee accompany Sublessor, Sublessor will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Sublessee is in compliance with the terms of this Sublease regarding Hazardous Materials. As used in this Sublease, the term “Hazardous Materials” shall mean and maintains compliance include any hazardous or toxic materials, substances or wastes as now or hereafter designated under any law, statute, ordinance, rule, regulation, order or ruling of any agency of the Commonwealth of Massachusetts, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls, and freon and other chlorofluorocarbons. The provisions of this paragraph will survive the expiration or earlier termination of this Sublease. This Section 18(W) shall be in addition to the requirements of the Primary Lease regarding Hazardous Substances. Sublessee shall also comply with all the provisions of the Federal Water Pollution Control Actobligations and make all required disclosures with respect to Hazardous Substances caused, Comprehensive Environmental Responsepermitted, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners generated or introduced by Sublessee or any of the PropertySublessee’s Parties as outlined in the Primary Lease. No inspectionIf any transportation to or from, audit or any storage, use or disposal of Hazardous Materials on or about, the Premises, or any other Investigation has been conducted portion of the Building, the Building Site, or requested as the Project by Sublessor or Sublessor’s agents or contractors results in any unpermitted release of or contamination by Hazardous Substances to the quality of the air, surfaces, soil or surface or subsurface conditions ground water at the Property by Property, or any partyloss or damage to person or property, Sublessor hereby agrees to indemnify, defend, and hold Sublessee and Xxxxxxxxx’s partners, shareholders, members, managers, officers, directors, agents, servants, and employees harmless from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including public agencies. Furthermore, no written, oral reasonable attorneys’ fees) arising in whole or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry in part out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matteroccurrence. Such indemnity, Purchaser defense, and hold harmless obligations of Sublessor shall have survive the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all expiration of the other terms and conditions Term or earlier termination of this Agreement and Sublease. For purposes of this Section 18(W), the term “Premises” shall specifically be deemed to assume all costs and expenses associated with any such remediationinclude the Sublessee Fire Control Area (defined in Section 18(CC) below) in addition to the loading dock areas utilized by Sublessee pursuant to Section 18(Y) below).

Environmental. Except as disclosed in the Reports listed on Schedule 5.16: (a) Vendor has complied with and is not in violation of any Environmental Laws. Vendor holds and is in compliance with all Environmental Permits, which are listed on Schedule 5.16 hereto. To the best knowledge of Seller’s knowledgeVendor, without inspection such Environmental Permits are all the permits required to carry on the Purchased Business. All Environmental Permits are valid and in full force and effect, and may be transferred to Purchaser. (b) No notice, request for information, notice of claim, demand, citation, summons or an obligation to do soorder has been mailed to, the Property delivered, issued or served upon Vendor, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or threatened by any governmental authority with respect to: (i) any claim that Vendor or any part of its predecessors are or may be potentially responsible for: the Propertyclean-up of any threatened or actual release of any Hazardous Substance; (ii) has not in the past been used for handlingany alleged violation by Vendor of any Environmental Law or Environmental Permit; (iii) any alleged failure by Vendor to have any Environmental Permit; or (iv) any use, possession, generation, treatment, storage, recycling, transportation or disposal of hazardous any Hazardous Substances by or toxic materials; on behalf of Vendor or its predecessors. (c) Except for Hazardous Substances stored or used in the ordinary course of their manufacturing processes, in quantities and Seller in a manner: (1) not in violation of any applicable law, or (2) which has not or is not reasonably likely to create a condition which requires investigation, remediation or other responsive action or responsibility or liability under Environmental Laws, neither Vendor nor any other party has used, generated, manufacturedtreated, stored for more than 90 days, recycled or disposed of on, under or about any Hazardous Substances on the Real Property or transported to or from the Property, and there is not contained on now, nor has there ever been in the past a release or a threat of release of Hazardous Substances from the Real Property into the environment. (d) To the knowledge of Vendor, no polychlorinated biphenyls, lead based paints or asbestos-containing materials, or urea formaldehyde are at the Real Property, nor are there any underground storage tanks, active or abandoned, at the Real Property. (e) No Hazardous Substance generated by Vendor has been recycled, treated, stored, disposed of or transported by the Vendor or, to the knowledge of Vendor, by any other entity in violation of any Environmental Law or in a manner which has created or is reasonably likely to create any improvements on liability or responsibility under any Environmental Law. No Hazardous Substance has been released at, on, about or under the Property, any flammable explosives, radioactive materials, asbestosReal Property by Vendor, or any substances defined as or included in to the definition knowledge of “hazardous substance”Vendor, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect is present on the Effective Date Real Property which requires investigation, remediation or other response action. (f) To the Closing Date (collectivelyknowledge of Vendor, no Hazardous Substance generated or managed by Vendor has come to be located at any site which is the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions subject of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and provincial or local statutory schemes imposing liability on owners of the Property. No inspection, audit actions or other Investigation has been conducted investigations which may lead to claims against Vendor or requested as Purchaser for clean-up costs, remedial work, damages to natural resources or for a personal injury claim, including, but not limited to, claims under the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral Environmental Protection Act (Ontario) or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. applicable Environmental Laws. (g) To the best knowledge of Seller’s knowledgeVendor, without inspection or an obligation to do soafter due inquiry and investigation, there is are no evidence facts or circumstances related to environmental matters concerning the Real Property that could reasonably be expected to lead to any future environmental claims against Vendor or Purchaser under current law. Copies of any release of hazardous materials onto or into the Property. No warning noticeall environmental inspections, notice of violationinvestigations, administrative complaintstudies, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental lawsaudits, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.tests,

Environmental. To the best of With respect to environmental matters, (i) to Seller’s knowledge, without inspection there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents and as otherwise set forth on Exhibit E attached hereto and incorporated herein by reference (see Exhibit E in its current form for a brief narrative regarding an obligation environmental matter related to do sothe Hilton Garden Inn in Warwick, Rhode Island) with the exception of small amounts of materials typically used for cleaning and maintenance of properties similar to the Hotels, none of which violate any of the statutes, laws or regulations described below, (ii) no portion of the Property (or any part of the Property) has not in the past been is being used for handlingthe treatment, storage, transportation disposal or disposal other handling of hazardous Hazardous Materials or toxic materials; machinery containing Hazardous Materials other than standard amounts of cleaning supplies and Seller has chlorine for the swimming pool, all of which, to Seller’s knowledge, are stored on the Property in strict accordance with applicable Environmental Requirements and do not usedexceed limits permitted under applicable laws, generatedincluding without limitation Environmental Requirements, manufactured(iii) to Seller’s knowledge, stored no underground storage tanks are currently located on or disposed of onin the Real Property or any portion thereof, under (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or about settlement with respect to the Property or transported any portion thereof is pending or, to or from the PropertySeller’s knowledge, and threatened, (v) to Seller’s knowledge, there is not contained currently and never has been any mold, fungal or other microbial growth in or on or in any improvements on or under the Real Property, any flammable explosivesor existing conditions within buildings, radioactive materialsstructures or mechanical equipment serving such buildings or structures, asbestosthat could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or any substances defined to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or included other documentation regarding the environmental condition of the Real Property in the definition possession of “hazardous substance”Seller or Seller’s Affiliates, “hazardous waste”consultants, “hazardous materials” contractors or “toxic substances” under any applicable federal or state laws or regulations agents. As used in effect on the Effective Date or the Closing Date (collectively, the this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”). With regard to , (2) “hazardous substances” as defined by the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“SuperfundCERCLA”); (3) Act of 1980, and Solid Waste Disposal “toxic substances” as defined by the Toxic Substances Control Act, Florida Statutes Chapter 376as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other similar equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, material concentrations of microbial or fungal matter or mold that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, or that is otherwise regulated by federal, state and local statutory schemes environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability on owners or standards of the Propertyconduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). No inspectionAs used in this Contract: “Release” means spilling, audit leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agenciesdisposing. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, As used in the event foregoing, “threatened” means that Purchaser’s environmental audit reveals a person, entity, or governmental body has manifested to Seller a present intention to assert a claim or to initiate litigation, arbitration, or any environmental concerns governmental proceeding or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationinvestigation.

Environmental. To the best of (a) Each Acquired Company other than Petrodelta is, and, to Seller’s knowledgeKnowledge, without inspection or an obligation Petrodelta is, conducting, and has during the past five (5) years conducted, its business in material compliance with Environmental Law. (b) Except as is not reasonably expected to do sohave a Material Adverse Effect, all Environmental Permits required for the Property (or any part operation of the Propertybusiness of each Acquired Company other than Petrodelta, and, to Seller’s Knowledge, of Petrodelta: (i) have been obtained; (ii) are in force; and (iii) have been complied with. (c) Neither Seller, nor any Acquired Company other than Petrodelta has received any written notice of any civil, criminal, regulatory or administrative action, claim, investigation or other Proceeding or suit relating to Environmental Law or Environmental Permits. To Seller’s Knowledge, (i) Petrodelta has not in the past been used for handlingreceived any written notice of any civil, storagecriminal, transportation regulatory or disposal of hazardous or toxic materials; and Seller has not usedadministrative action, generatedclaim, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit investigation or other Investigation has been conducted Proceeding or requested as suit relating to the quality of the air, surface Environmental Law or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, Environmental Permits and (ii) there is no evidence such action, claim, investigation or other Proceeding or suit threatened or pending against any Acquired Company. (d) None of Seller, any Acquired Company other than Petrodelta, or, to Seller’s Knowledge, Petrodelta, has received written notice that either (i) a Governmental Authority is intending to revoke, suspend, vary or limit any Environmental Permits or (ii) any amendment to any Environmental Permit is required to enable the continued operation of its business. (e) There are no Proceedings by any Governmental Authority or other Person pending against any Acquired Company other than Petrodelta under any Environmental Law. To Seller’s Knowledge, (i) there are no Proceedings by any Governmental Authority or other Person pending against Petrodelta or (ii) threatened against any Acquired Company. (f) No Acquired Company other than Petrodelta is responsible (wholly or in part) for any clean up or other corrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, or used by, any Acquired Company or, to Seller’s Knowledge, subject to any investigation or inquiry by a Governmental Authority in relation to the same. To Seller’s Knowledge, Petrodelta is not responsible (wholly or in part) for any clean up or other corrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, or used by, any Acquired Company or subject to any investigation or inquiry by a Governmental Authority in relation to the same. (g) No Acquired Company other than Petrodelta has, and, to Seller’s Knowledge, Petrodelta has not, disposed of any release of hazardous materials onto Hazardous Substance other than in material compliance with applicable Environmental Law. (h) No Acquired Company other than Petrodelta has entered into any Contract, undertaking, warranty or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint indemnity to assume actual or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals contingent liability for any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationmatters.

Environmental. To (a) Prior to the execution of this Agreement, Sellers have provided to Citadel a true and correct copy of all environmental site assessments, studies, tests, reports and communications relating to the Real Property and Leaseholds which are known to Sellers and are in the possession of Sellers or any Affiliate of Sellers. (b) Except as disclosed on Sellers' Disclosure Schedule or in the Environmental Reports, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Real Property or Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Real Property or Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as disclosed on Sellers' Disclosure Schedule, no structure, improvements, equipment, fixtures, activities or facilities located on any of the Real Property or Leaseholds uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on Sellers' Disclosure Schedule or in the Environmental Reports, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of Sellers, or to the best of Seller’s knowledgethe knowledge of Sellers and Stockholder arising from any other activities, without inspection except to the extent that such releases or an obligation threatened releases do not constitute a condition of Environmental Noncompliance relating to do so, the Property (or any part of the PropertyReal Property or Leaseholds. (e) has not Except as disclosed on Sellers' Disclosure Schedule or in the past been Environmental Reports, there are no underground storage tanks, or underground piping associated with tanks, used for handling, storage, transportation or disposal the management of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed Hazardous Materials at any of on, under or about the Real Property or transported to or from the Property, Leaseholds and there is not contained on are no abandoned underground storage tanks at any of the Real Property or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date Leaseholds. (collectively, the “Hazardous Materials”). With regard to the Property, f) No Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive subject to any Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. FurthermoreClaims, no writtenEnvironmental Claims have been threatened, oral or other type of notice has been received indicating that any third partynor, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledgethe knowledge of Sellers and Stockholder, without inspection or an obligation to do so, is there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay basis for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationEnvironmental Claims.

Environmental. To Except as disclosed on Exhibit 4.23, SkyLynx has never owned or operated any real property except for leased office space: (a) to the best Best Knowledge of Seller’s knowledgeSkyLynx, without inspection or an obligation to do so, the Property no real property (or the subsurface soil and the ground water thereunder) now or previously leased by SkyLynx (the "Leased Premises") either contains any part Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) to the Best Knowledge of the Property) SkyLynx, there has not in the past been used for handlingno generation, transportation, storage, transportation treatment or disposal of hazardous any Hazardous Substance on or toxic materials; and Seller has not usedbeneath the Leased Premises, generated, manufactured, stored now or disposed of on, under or about in the Property or transported to or from the Property, and there past; (c) SkyLynx is not contained aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any improvements Hazardous Substance; (d) SkyLynx has not received any notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or under in the Property, any flammable explosives, radioactive materials, asbestosLeased Premises, or any substances defined as generation, transportation, storage, treatment or included disposal at the Leased Premises, of any Hazardous Substance; (e) To SkyLynx's Best Knowledge, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, release, threat of release, placement on or in the definition Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of “hazardous substance”any Hazardous Substance. SkyLynx further agrees and covenants that SkyLynx will not store or deposit on, “hazardous waste”otherwise release or bring onto or beneath, “hazardous materials” or “toxic substances” under the Leased Premises any applicable federal or state laws or regulations in effect on the Effective Date or Hazardous Substance prior to the Closing Date Date; and (collectivelyf) there is no litigation, the “Hazardous Materials”). With regard to the Propertyproceeding, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit citizen's suit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation pending, or, to SkyLynx's Best Knowledge, threatened, against SkyLynx, and SkyLynx knows of the Property. To the best of Seller’s knowledgeno facts or circumstances which might give rise to any future litigation, without inspection proceeding, citizen's suit or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint governmental or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of investigation, which relate to SkyLynx's compliance with environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement guidelines and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationordinances.

Environmental. To (a) The Acquired Company and each of its Subsidiaries (i) have not received any notice or other communication of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there is any remaining material Liability; (ii) have not disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, distributed, sold or otherwise placed on the best market Hazardous Materials or any product containing Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any material Liability or corrective or remedial obligation under any Environmental Laws; (iii) have not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to Liabilities arising out of Environmental Laws or the Hazardous Materials related activities of the Acquired Company or any of its Subsidiaries or any other Person; (iv) have no Knowledge of any fact or circumstance that would involve the Acquired Company or any of its Subsidiaries in any environmental litigation or Liability; and (v) have Made Available to Buyer all records in the Acquired Company’s and its Subsidiaries’ possession concerning the Hazardous Materials activities of the Acquired Company and its Subsidiaries and all environmental audits and environmental assessments of any facility owned, leased or used at any time by the Acquired Company or each of its Subsidiaries conducted at the request of, or otherwise in the possession of Seller’s knowledge, without inspection or an obligation to do so, the Property (Acquired Company or any part of its Subsidiaries. There are no Hazardous Materials in, on, or under any properties owned, leased or used by the Acquired Company or each of its Subsidiaries such as could give rise to any material Liability or material corrective or material remedial obligation of the PropertyAcquired Company or any of its Subsidiaries under any Environmental Laws. (b) has not in For the past been used for handlingpurposes of this Section 3.18, (i) “Environmental Laws” means all federal, state, local and foreign Laws and regulations relating to pollution, protection of the environment, worker health and safety or exposure of any individual to Hazardous Materials, including Laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, registration, distribution, labeling, recycling, use, treatment, storage, transportation disposal, transport or disposal handling of hazardous or toxic materials; Hazardous Materials and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in including any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.Hazardous

Environmental. To the best (a) Purchaser shall have a period of Seller’s knowledge, without inspection or an obligation to do so, the Property twenty (or any part of the Property20) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on days after the Effective Date of this Agreement to obtain, at Purchaser’s sole cost and expense, a new or updated Phase I environmental site assessment or environmental audit of the Closing Date Property from a licensed environmental consultant (collectively, the “Hazardous MaterialsEnvironmental Due Diligence Period”). With regard to the PropertyTests, without Seller’s prior written consent, no secondary environmental reports, soil borings, groundwater samples, or other invasive or subsurface environmental investigations may be made of the Property and neither Purchaser nor its agents, representatives, employees, engineers or contractors may contact any federal, state, or local governmental agency or authority regarding the results of the Tests. In the event that disclosure of the results of any Tests is required by applicable law, regulation or court order, Purchaser shall notify Seller promptly in writing so that Seller may seek a protective order (at its own cost and expense) or other appropriate remedy. In the event that no such protective order or other appropriate remedy is in obtained, or Seller waives compliance with the terms of this Section 7, Purchaser shall give Seller written notice of the information to be disclosed as far in advance of its disclosure as practicable. In the event any such assessment or audit reveals that, in the commercially reasonable opinion of Purchaser’s environmental consultant, any portion of the Property is impaired by an Environmental Condition or there is a reportable violation of Environmental Laws, Purchaser shall have until the expiration of the Environmental Due Diligence Period to deliver to Seller written notice of such impairment or such reportable violation (the “Environmental Notice”). Purchaser shall not have the right to deliver an Environmental Notice for any household garbage area which is 0.25 acres or less. The Environmental Notice shall include a copy of any report, notice, or correspondence by which Purchaser was made aware of the impairment or reportable violation. If Purchaser timely delivers the Environmental Notice, then Seller may, at its sole option, (i) conduct testing at Seller’s sole cost and maintains compliance expense to establish that the Property is not impaired by such Environmental Condition or there is no such reportable violation of Environmental Laws and furnish Purchaser and Purchaser’s environmental consultant with the results of the test, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price, or (ii) conduct remediation in accordance with all applicable Environmental Laws to correct such Environmental Condition or reportable violation of Environmental Laws, whereupon the provisions Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price. The Closing Date may be extended by Seller by written notice to Purchaser to allow for the testing and/or remediation provided for in (i) and (ii) above. (b) As used herein, “Environmental Condition” shall mean the presence of Hazardous Substances in a concentration which would require remedial action pursuant to Environmental Laws or would require reporting pursuant to Environmental Laws; “Hazardous Substances” shall mean any hazardous materials including any hazardous, toxic or dangerous waste, substance or material in quantity or concentration defined as such in (or for purposes of) or regulated under in quantities above those established by applicable Environmental Laws in effect at this time or any time between now and Closing; “Environmental Laws” shall mean any applicable federal, state or local laws and the regulations promulgated thereunder relating to pollution or protection of the Federal Water Pollution Control Actenvironment, including laws relating to emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water, soil, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances and (i) the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”as amended by the Superfund Amendments and Reauthorization Act), 42 U.S.C. § 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 19801976, and Solid Waste Disposal 42 U.S.C. § 6901 et seq.; (iii) the Hazardous Materials Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq.; (iv) the Toxic Substances Control Act, Florida Statutes Chapter 37615 U.S.C. § 2601 et seq.’, (v) the Clean Xxxxx Xxx, 00 X.X.X. §0000 et seq.; and other similar federal(vi) with respect to the Property, state and local statutory schemes imposing liability on owners all applicable laws of the Property. No inspectionState of Arkansas based on, audit or other Investigation has been conducted or requested as to substantially similar to, the quality federal statutes listed in parts (i) through (v) of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationforegoing.

Environmental. (a) The Seller Group holds and has held all Environmental Permits required in connection with the Purchased Assets or the Business, all of which are identified on Section 2.15(a) of the Disclosure Schedules. Each such Environmental Permit will remain valid and effective after the Closing without any notice to or consent of any Governmental Authority. (b) The Seller Group, in connection with the Purchased Assets and the Business, is and has been in material compliance with, and has no Liability under, all applicable or required Environmental Permits and Environmental Laws. (c) There are no past, pending, or, to the Sellers’ Knowledge, threatened Environmental Claims against any member of the Seller Group in connection with the Purchased Assets or the Business, and no member of the Seller Group is aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against any member of the Seller Group. (d) To Sellers’ Knowledge, (i) 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 (ii) no Hazardous Materials are present in, on or about any Site that could give rise to an Environmental Claim against or Liability of any member of the best Seller Group. (e) No member of Seller’s knowledgethe Seller Group nor their respective predecessors, without inspection nor any entity previously owned by any member of the Seller Group, has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any off-Site location which has or could result in an obligation to do soEnvironmental Claim against or Liability of any member of the Seller Group. (f) All Phase I and Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the Property possession of any member of the Seller Group (or any part of the Propertytheir respective Representatives) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard with respect to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has Transferred Real Property have been conducted or requested as made available to the quality of Buyer. (g) Neither the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions execution of this Agreement and nor consummation of the Transaction will require the undertaking of any investigations or remedial actions pursuant to assume all costs and expenses associated Environmental Laws. (h) No member of the Seller Group has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any such remediationGovernmental Authority under any Environmental Laws. (i) There are no (i) polychlorinated biphenyl containing equipment, (ii) underground storage tanks, or (iii) asbestos containing material at any Transferred Real Property.

Environmental. To The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in this Section 5.10, and none of the best other representations and warranties contained in this Agreement will be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10 and by Articles II and IX. (a) Except as set forth on Schedule 5.10(a)-1, to Seller’s knowledgeKnowledge, without inspection (i) Seller presently possesses all Environmental Permits necessary to operate the Business as it is currently being operated, and (ii) the Purchased Assets and the Business are in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws. Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as set forth on Schedule 5.10(b), to Seller’s Knowledge, neither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or an obligation to do so, the Property (other information regarding any actual or alleged violation of Environmental Laws or any part liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date Business or the Closing Date Purchased Assets arising under Environmental Laws. (collectivelyc) Except as set forth on Schedule 5.10(c), the “Hazardous Materials”). With regard (i) to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soKnowledge, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice and has been issued by no Release from, in, on, or beneath the Real Property that could form a public agency alleging basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. (d) Seller has advised Buyer of the existence of, or made available to Buyer, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on material environmental matters relating to the Purchased Assets or the Business that conditions on the Property are in violation the possession or reasonable control of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationSeller.

Environmental. To the best of Seller’s knowledgeThe only representations and warranties given in respect to Environmental Laws, without inspection Environmental Permits, or an obligation to do soEnvironmental Claims are those contained in this Section 5.10, the Property (or any part and none of the Property) has not other representations and warranties contained in the past been used for handlingthis Agreement will be deemed to constitute, storagedirectly or indirectly, transportation a representation and warranty with respect to Environmental Laws, Environmental Permits, or disposal of hazardous Environmental Claims, or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported matters incident to or from arising out of or in connection with any of the Propertyforegoing. All such matters are governed exclusively by this Section 5.10 and by Article IX. (a) Except as set forth on Schedule 5.10(a)-1, (i) to Seller's Knowledge, Seller presently possesses all Environmental Permits necessary to own, maintain, and there operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is not contained on or in any improvements on or under the Propertycurrently being conducted, any flammable explosives(ii) to Seller's Knowledge, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard with respect to the PropertyPurchased Assets and the Business, Seller is in compliance compliance, in all material respects, with the requirements of such Environmental Permits and maintains compliance with Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the provisions operation of the Federal Water Pollution Control ActBusiness. (b) Except as set forth on Schedule 5.10(b), Comprehensive neither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or other information regarding any actual or alleged violation of Environmental ResponseLaws, Compensation and Liability (“Superfund”) Act of 1980Environmental Permits, and Solid Waste Disposal Actor any liabilities or potential liabilities, Florida Statutes Chapter 376including any investigatory, and other similar federalremedial, state and local statutory schemes imposing liability on owners or corrective obligations, relating to the operation of the Property. No inspectionBusiness or the Purchased Assets arising under Environmental Laws. (c) Except as set forth on Schedule 5.10(c), audit or other Investigation has been conducted or requested as (i) to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so's Knowledge, there is and has been no evidence Release from, in, on, or beneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or the Business, which are pending or, to Seller's Knowledge, threatened against Seller. (d) Seller has made available to Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the possession or reasonable control of Seller. <PAGE> (e) Except as set forth on Schedule 5.10(e), Seller has not entered into any settlements with any of its insurance carriers in connection with the clean-up of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing manufactured gas plant sites related to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns Purchased Assets or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationAssumed Obligations.

Environmental. To Except as dislosed in Annex 6.20, Verplast is and always has operated in strict compliance with the best of Seller’s knowledge, without inspection or an obligation Environmental Laws (as hereinafter defined) applicable to its business and/or properties where the failure to do soso could have a material Adverse Effect. Without prejudice to the generality of the foregoing: (i) no Hazardous Materials (as hereinafter defined), the Property asbestos or asbestos containing materials ("ACMS") (A) are, or have been, located in or about any real properties owned or used by Verplast or any part of its predecessors or tenants, (B) have been released by Verplast or its predecessors or tenants into the Propertyenvironment, or (C) have been discharged, treated, managed, recycled, placed or disposed of by Verplast or its predecessors, tenants or anyone else, at, on or under any real properties owned or used by Verplast or any of its predecessors or tenants; (ii) no Hazardous Materials or ACMs formerly located on the real properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility; 37 (iii) no portion of any real properties owned or used by Verplast or rented, leased by it to third parties is being used, or has not in been used, for the past disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion of any real properties owned or used by Verplast's predecessors or tenants is being used or has been used for handlingthe disposal, storage, transportation recycling, treatment, processing or disposal any other handling whatsoever of hazardous Hazardous Materials; (iv) no storage tanks (whether above ground or toxic materials; and Seller underground) are located within real properties currently or previously owned or used by Verplast or its predecessors; (v) Verplast has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyof, and there is not contained on or in any improvements on or under the Propertynone of its predecessors has ever disposed of, any flammable explosivessubstance (other than human sewage) into the plumbing or septic tank which Verplast owns or uses or which Verplast or any of its predecessors has owned or used; (vi) no investigation, radioactive materialsadministrative order or notice, asbestosconsent, order and agreement, litigation, settlement or environmental claim or lien with respect to Hazardous Materials or ACMs is in existence or, to the Seller's knowledge, proposed or threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any substances defined as off-site waste disposal where the wastes of Verplast or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto its predecessors or into the Property. No warning noticetenants have been disposed; and (vii) Verplast has not been notified of any summons, citation or written notice of violationfrom any person, administrative complaint, judicial complaint entity or other formal governmental agency whatsoever concerning any violation or informal notice has been issued by a public agency alleging that conditions on the Property are in alleged violation of environmental laws, regulations, ordinances or rulesEnvironmental Laws. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser The following terms shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions following meanings for purposes of this Agreement and to assume all costs and expenses associated with any such remediation.Section 6.20:

Environmental. To (a) The Company and its Subsidiaries are, and since January 1, 2019 have been in compliance with all applicable Environmental Laws, including possessing and complying with all material Company Permits required for their operations under applicable Environmental Laws, except as would not reasonably be expected to result in a material liability to the best Company and its Subsidiaries, taken as a whole; (b) There is no pending or, to the Knowledge of Seller’s knowledgethe Company, without inspection threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (d) Neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (e) There have been no Releases caused by the actions of the Company or its Subsidiaries at, in, on, from, to or underneath any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Company, caused by the actions of any other Person (including predecessors-in-interest) at, in, on, from, to or underneath such real properties, that has caused environmental contamination at such real properties that is reasonably likely to result in an obligation to do soremediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company and its Subsidiaries, taken as a whole, or result in material liability with respect to such environmental contamination pursuant to applicable Environmental Law; (f) Neither the Property Company nor any of its Subsidiaries is subject to any claim or Action relating to an indemnity it has provided relating to Environmental Laws, or a liability it has expressly assumed or undertaken relating to Environmental Laws, including any corrective, investigatory or remedial obligation of any other Person, pursuant to a written agreement for the sale of any real property, Subsidiary or business, in each case that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (g) The Company has provided to Parent complete and correct copies of all Phase I environmental site assessments, Phase II environmental site assessments, and similar investigations relating to actual or any part potential impacts to environmental media as a result of Releases of Hazardous Materials, relating to the facilities that are currently owned or operated by the Company or its Subsidiaries, in each case in the Company’s possession or reasonable control, prepared since January 1, 2019; and (h) To the Knowledge of the PropertyCompany, neither the Company nor any of its Subsidiaries is required by any Environmental Law, as a result of the transactions set forth herein and contemplated hereby, (i) has not in the past been used to perform a site assessment for handlingHazardous Materials, storage, transportation (ii) to remove or disposal of hazardous remediate Hazardous Materials or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported (iii) to give notice to or receive approval from any Governmental Authority pursuant to the PropertyNew Jersey Industrial Site Recovery Act, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date N.J.S.A 13:1K-6 et seq. or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Connecticut Transfer Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the PropertyConn. Gen. Stat. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation§§ 22a-134 – 134e.

Environmental. Seller has not conducted any business therefor is in compliance with all Environmental Laws. None of the operations of Seller or the Acquisition Assets are the subject of federal, state or local investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance or toxic waste or constituent into the environment. Seller has not (and no other Person has) filed any notice under any federal, state or local law indicating that Seller is responsible for the release into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, or that any such substance, waste or constituent has been released from or is improperly stored upon the Acquisition Assets or land on which they are situated. To the best of Seller’s 's knowledge, Seller does not otherwise have any liability or contingent liability in connection with any violation of Environmental Laws or in connection with the release or threatened release into the environment or the improper storage of any Hazardous Substance or toxic waste or constituent related to the Acquisition Assets. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operations of Seller related to the Acquisition Assets, including, without inspection limitation, present or an obligation to do so, the Property (or any part of the Property) has not in the past been used for handlingtreatment, storage, transportation disposal or disposal release of hazardous a Hazardous Substance or toxic materials; and Seller has not usedwaste into the environment, generated, manufactured, stored have been duly obtained or disposed of on, under or about the Property or transported to or from the Propertyfiled, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement all such notices, permits, licenses and similar authorizations. To Seller's knowledge, there has been no release or threatened release of any Hazardous Substances or toxic waste on or from the Acquisition Assets or the land on which they are situated that either (a) is not in compliance with Environmental Laws or (b) could create an obligation or liability of Seller under Environmental laws, and there are no storage tanks or other containers on or under any from the Acquisition assets or the land on which they are situated from which Hazardous Substances or other contaminants may be released into the surrounding environment. No claims are pending or threatened by third parties against Seller or Seller alleging liability for exposure to assume all costs and expenses associated Hazardous Substances in connection with any such remediationthe Acquisition Assets. There have been no environmental investigations, studies, audits, reviews or other analyses conducted by or which are in the possession of Seller regarding from the Acquisition Assets which have not been delivered to Purchaser.

Environmental. To the best Knowledge of Seller’s knowledgeSellers, without inspection or an obligation with respect to do sothe Existing Radio Stations and, from and after the purchase of each, the Property Additional Radio Stations, (a) There are no conditions, facilities, procedures or any part other facts or circumstances that constitute Environmental Noncompliance on any of the PropertyPurchased Real Estate. (b) has not Except as set forth in the past been used for handlingreports listed on Schedule 2.5, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained constructed, placed, deposited, stored, disposed of, nor located on or the Purchased Real Estate, any asbestos in any improvements form. (c) No structure, improvements, equipment, fixtures, activities or facilities located on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included Purchased Real Estate uses Hazardous Materials except those customarily used in the definition course of “hazardous substance”the Business; provided, “hazardous waste”however, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “that such Hazardous Materials”). With regard to the Property, Seller is Materials have been used in compliance with and maintains compliance with all applicable Environmental Laws. (d) There have been no releases or threatened releases of Hazardous Materials into the provisions environment, or which otherwise contribute to Environmental Conditions arising from the activities of the Federal Water Pollution Control ActCompanies or the Subsidiary Partnerships, Comprehensive or to the knowledge of the Companies and the Sellers arising from any other activities, except to the extent that such releases or threatened releases do not constitute a condition of Environmental ResponseNoncompliance relating to the Purchased Real Estate. (e) There are no underground storage tanks, Compensation or underground piping associated with tanks, used for the management of Hazardous Materials at the Purchased Real Estate and Liability there are no abandoned underground storage tanks at the Purchased Real Estate which have not been either abandoned in place or removed in accordance with the applicable environmental law. (“Superfund”f) Act No Company and none of 1980the Subsidiary Partnerships is subject to any Environmental Claims with respect to the Existing Radio Stations nor have any such Environmental Claims been threatened. No Company and no Seller is aware of any basis for any such Environmental Claims. (g) The Companies and the Subsidiary Partnerships have completed all environmental analyses, and Solid Waste Disposal Actevaluations, Florida Statutes Chapter 376investigations, reports, remedial actions and other similar federal, state and local statutory schemes imposing liability on owners of actions required under the Property. No inspection, audit Senior Credit Agreement or other Investigation has been conducted or requested as to by the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationlender thereunder.

Environmental. Except as disclosed on Exhibit 9.20, MedClean has never owned or operated any real property except for leased office space: (a) To the best Best Knowledge of Seller’s knowledgeMedClean, without inspection or an obligation to do so, the Property no real property (or the subsurface soil and the ground water thereunder) now or previously leased by MedClean (the "Leased Premises") either contains any part Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of the Property) MedClean, there has not in the past been used for handlingno generation, transportation, storage, transportation treatment or disposal of hazardous any Hazardous Substance on or toxic materials; and Seller has not usedbeneath the Leased Premises, generated, manufactured, stored now or disposed of on, under or about in the Property or transported to or from the Property, and there past; (c) MedClean is not contained aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any improvements Hazardous Substance; (d) MedClean has not received any written notice and has no actual knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or under in the Property, any flammable explosives, radioactive materials, asbestosLeased Premises, or any substances defined as generation, transportation, storage, treatment or included disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of MedClean, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, release, threat of release, placement on or in the definition Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of “hazardous substance”any Hazardous Substance. MedClean further agrees and covenants that MedClean will not store or deposit on, “hazardous waste”otherwise release or bring onto or beneath, “hazardous materials” or “toxic substances” under the Leased Premises any applicable federal or state laws or regulations in effect on the Effective Date or Hazardous Substance prior to the Closing Date Date; and (collectivelyf) There is no litigation, the “Hazardous Materials”). With regard to the Propertyproceeding, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit citizen's suit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation pending, or, to MedClean's Best Knowledge, threatened, against MedClean, and MedClean knows of the Property. To the best of Seller’s knowledgeno facts or circumstances which might give rise to any future litigation, without inspection proceeding, citizen's suit or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint governmental or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of investigation, which relate to MedClean's compliance with environmental laws, regulations, ordinances rules, guidelines and ordinances. For purposes of this Section 9.20, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any Texas state or ruleslocal Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. Notwithstanding For purposes of this Section 9.20, "Hazardous Substance" shall not mean and shall not include the foregoing following, to the contraryextent used normally and required for everyday uses or normal housekeeping or maintenance: (A) fuel oil and natural gas for heating, (B) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (C) materials routinely used in the event that Purchaser’s environmental audit reveals any environmental concerns or contaminationday-to-day operations of an office, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; oras copier toner, (bD) close on the property subject to all consumer products, (E) material reasonably necessary and customarily used in construction and repair of the other terms an office project, and conditions of this Agreement (F) fertilizers, pesticides and to assume all costs and expenses associated with any such remediationherbicides commonly used for routine office landscaping.

Environmental. To (a) All Environmental Permits held by the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part Acquired Companies are identified on Schedule 5.16(a) of the PropertyAcquired Companies Disclosure Letter. Except as set forth on Schedule 5.16(a) of the Acquired Companies Disclosure Letter, (i) each Acquired Company holds all Environmental Permits required for the occupation of its facilities and the operation if its business and (ii) such Environmental Permits are in full force and effect and the current operations of the facilities do not provide a basis for revocation or suspension of any Environmental Permit. (b) Except as set forth on Schedule 5.16(b) of the Acquired Companies Disclosure Letter, each Acquired Company is in all material respects in compliance with all provisions of all applicable (i) Environmental Permits and (ii) Environmental Laws. (c) Except as set forth on Schedule 5.16(c) of the Acquired Companies Disclosure Letter, no Acquired Company has, either expressly or by operation of 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, including any obligation for Remedial Action. (d) No Acquired Company or Affiliate has received any Environmental Claim against the Acquired Companies that remains not finally resolved as of the date hereof, including but not limited to any Environmental Claim that pertains or relates to any Liabilities or obligation of any Acquired Company for Remedial Actions under any applicable Environmental Law. (e) Except as listed in Schedule 5.16(e) of the past been used for handlingAcquired Companies Disclosure Letter, storageto the Knowledge of the Acquired Companies there are no Hazardous Materials present in or on the soil, transportation sediments, surface water or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of ground water on, under or about from or migrating from any of the Property properties currently owned or transported to or from operated by the PropertyAcquired Companies or, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions Knowledge of the Federal Water Pollution Control ActAcquired Companies, Comprehensive Environmental Responsepreviously owned or operated by the Acquired Companies, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as in concentrations that would give rise to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soconduct a Remedial Action pursuant to Environmental Laws. (f) Except as listed on Schedule 5.16(f) of the Acquired Companies Disclosure Letter, there is none of the following exists at any property or facility owned or operated by the Acquired Companies: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, or (iii) materials or equipment containing polychlorinated biphenyls. (g) Except as set forth on Schedule 5.16(g) of the Acquired Companies Disclosure Letter, to the Knowledge of the Acquired Companies and each Madison Group Seller, Champlain, Ardia, B28, and 2 Under, no evidence facts, circumstances or conditions exist with respect to any Acquired Company or any property currently or formerly owned, operated or leased by any Acquired Company or any property to which any Acquired Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in any Acquired Company incurring material unbudgeted Environmental Costs and Liabilities. (h) There are no current investigations by any Governmental Entity of the business or operations, or to the Knowledge of the Acquired Companies, of any release previously owned, operated or leased property of hazardous materials onto any Acquired Company pending, or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contraryKnowledge of the Acquired Companies, in threatened, that could lead to the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation imposition of any such matter, Purchaser shall have the option to (a) terminate this Agreement Environmental Costs and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationLiabilities or Liens under Environmental Law.

Environmental. To (a) Except as set forth in Schedule 4.19, except as is not material to the best Business or the Transferred Assets: (i) Seller (solely as it relates to the Business) is in compliance with all applicable Environmental Laws and all Environmental Permits held by Seller. (ii) There has been no Release of any Hazardous Material on any of the Real Property or, during the period of Seller’s knowledgeownership, without inspection lease, use or an obligation to do sooccupancy thereof, the Property on any property formerly owned, leased, used or occupied by Seller. (iii) There are no underground or aboveground storage tanks or any part of the Property) has not surface impoundments, septic tanks, pits, sumps or lagoons in the past which Hazardous Materials are being or have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufacturedtreated, stored or disposed of onon any of the Real Property or, under during the period of the Seller’s ownership, lease, use or about occupancy thereof, on any property formerly owned, leased, used or occupied by the Seller. (iv) The Seller is not conducting, nor has it undertaken or completed, any Remedial Action relating to any Release or threatened Release of any Hazardous Material at the Real Property or transported at any other site, location or operation relating to the Business, either voluntarily or from pursuant to the order of any Governmental Authority or the requirements of any Environmental Law or Environmental Permit. (v) There is no asbestos or asbestos-containing material on any of the Real Property. (vi) None of the Real Property is listed or proposed for listing, or adjoins any other property that is listed or proposed for listing, on the National Priorities List or CERCLIS or on any analogous federal, state or local list. (vii) There are no Environmental Claims pending or threatened against Seller (relating to the Business), and there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim, including with respect to any off-site disposal location currently or formerly used by the Seller or any of its predecessors or with respect to previously owned or operated facilities. (viii) The Business can maintain present production levels in compliance with applicable Environmental Laws without a material increase in capital or operating expenditures and without modifying any Environmental Permits or obtaining any additional Environmental Permits. (ix) There are no wetlands or any areas subject to any legal requirement or restriction in any way related to wetlands (including requirements or restrictions related to buffer or transition areas or open waters) at or affecting the Real Property. (x) The Seller has no actual or alleged liability, whether fixed or continent, relating to the Business under any Environmental Law. (b) The Seller has provided the Purchaser with copies of (i) any environmental assessment or audit reports or other similar studies or analyses relating to the Business or the Real Property, and there is not contained on or in (ii) all insurance policies issued at any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard time that may provide coverage to the Property, Seller is in compliance with and maintains compliance with all Business for environmental matters. (c) Neither the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions execution of this Agreement and nor the consummation of the Transactions will require any Remedial Action or notice to assume all costs and expenses associated with or consent of any such remediationGovernmental Authority or third parties pursuant to any applicable Environmental Law or Environmental Permit.

Environmental. To (a) If requested by Horizon, Peoples will cooperate with an environmental consulting firm designated by Horizon that is reasonably acceptable to Peoples (the best “Designated Environmental Consultant”) in connection with the conduct, at any time after the date hereof (the “Investigation Period”), by the Designated Environmental Consultant of Seller’s knowledgePhase I environmental site assessments and any other investigation reasonably requested by Horizon on all real property (except single family, without inspection non-agricultural residential property of one acre or an obligation to do so, the Property (less) owned or leased by Peoples or any part of its Subsidiaries as of the Propertydate of this Agreement or acquired thereafter, including OREO. Horizon will proceed with such assessments, testing and investigations as soon as reasonably practicable after the date of this Agreement and will diligently work to pursue such assessments, testing and investigations through completion. Horizon shall furnish true and complete copies of any reports of the Designated Environmental Consultant that it receives with respect to any Peoples property, promptly upon Horizon’s receipt of such reports. Horizon shall be responsible for the costs of the Phase I environmental site assessments, and Horizon and Peoples shall each bear 50% of the costs of any additional environmental investigation or testing as determined to be advisable or recommended by the Designated Environmental Consultant. (b) has If the Designated Environmental Consultant’s good faith estimate, based upon the results of the Phase I environmental studies and other diligence and investigation conducted by the Designated Environmental Consultant, of the dollar amount, if any, that Peoples and its Subsidiaries would be required to expend due to a violation of applicable Environmental Laws for all of the Peoples properties (the “Environmental Liabilities”) for clean-up and remediation relating to pollutants, contaminants, wastes, toxic substances, petroleum, petroleum products and any other materials regulated under the Environmental Laws with respect to Peoples’ or its Subsidiaries’ owned or leased real properties (including OREO) or any adjoining properties (the “Estimated Clean-Up Costs”, as further adjusted pursuant to this Section 5.11), is in excess of $500,000 (the “Environmental Liability Threshold”), Horizon shall deliver to Peoples (not later than ten (10) business days of its receipt of the Designated Environmental Consultant’s good faith estimate) a written notice (an “Environmental Cost Notice”) describing the nature of such Environmental Liabilities and the course of action proposed to be taken by Horizon or its Subsidiaries (if it were to become the owner of such properties as a result of the Merger) to remediate or otherwise address the environmental problems and providing an estimate of the out of pocket cost of such remediation expected to be incurred (if different from the Estimated Clean-Up Costs). If Peoples disagrees with Horizon’s estimate of the amount of out of pocket costs of such remediation or the course of action proposed by Horizon, Peoples shall deliver to Horizon a written notice of such objection (an “Environmental Cost Objection”) within five (5) business days of Peoples’ receipt of the Environmental Cost Notice. No later than five (5) business days following Horizon’s receipt of an Environmental Cost Objection, one or more members of senior management of Horizon and Peoples having authority to resolve the dispute shall meet (in person or by telephone) and shall negotiate in good faith in an attempt to resolve the difference set forth in the past Environmental Cost Objection. Regardless of whether the parties reach a resolution of the dispute within two (2) business days of the first such meeting, subsection (c) shall apply. (c) The Estimated Clean-up Costs shall be deemed to have been used established for handlingpurposes of this Section 5.11: (i) if Horizon does not receive an Environmental Cost Objection, storage, transportation or disposal as of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, the last date that an Environmental Cost Objection would have been timely under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestossubsection (b) above, or any substances defined (ii) if an Environmental Cost Objection is delivered to Horizon and finally resolved as set forth in subsection (b) hereof or included if it remains unresolved under such subsection (in which event the Estimated Clean-Up Costs shall be as set forth in the definition Environmental Cost Notice), then as of “hazardous substance”, “hazardous waste”, “hazardous materials” the date of such resolution or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or third business day if unresolved (as the Closing Date case may be) (collectivelyas applicable, the “Hazardous MaterialsEnvironmental Costs Determination Date”). With regard to Following the Property, Seller is in compliance with and maintains compliance with all the provisions establishment of the Federal Water Pollution Control ActEstimated Clean-up Costs, Comprehensive Environmental Responseif the Estimated Clean-Up Costs are (A) between $500,000 and $2.0 million, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser then Horizon shall have the option right to reduce the Cash Consideration by the Estimated Clean-up Costs, or (aB) more than $2.0 million, then Horizon shall have the right to either (1) reduce the Cash Consideration by the Estimated Clean-up Costs or (2) terminate this Agreement and receive a return of its Xxxxxxx Money; orpursuant to Section 8.01(c)(iv), (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any which termination right shall be Horizon’s sole remedy in such remediationevent.

Environmental. To Landlord hereby warrants and represents to the best of Seller’s knowledgeits knowledge that, without inspection or an obligation to do soexcept as set forth below, the Property (Premises does not contain asbestos, PCB transformers, or other hazardous, toxic or contaminated materials or substances, or underground fuel storage tanks or any part of the Property) has not in the past been used for handling, storage, transportation other material or disposal of substance which is defined or classified as hazardous or toxic materials; and Seller has not usedunder federal, generated, manufactured, stored state or disposed local law (the aforementioned all of on, under or about the Property or transported which collectively shall hereinafter be referred to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard 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 any way connected with or alleged or claimed to arise out of, result from or be in any way connected with (a) 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 Tenant’s occupancy of the Premises; (b) the use or occupancy of the Premises by any subsequent owner/occupant/user of the Premises, or any portion thereof, after Tenant’s occupancy of the Premises terminates; (c) violations by any prior or subsequent owner/occupant/user of the Premises 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 the prior or subsequent owner/occupant/user whether or not such practices were or could be deemed a violation of such laws and regulations; and (d) contamination of the Premises by Landlord or by its agents or employees during the Term hereof. Landlord’s obligations under Section 23 of this Lease shall survive the expiration or earlier termination of this Lease. Landlord has had a standard Phase I environmental audit (“First Audit”) performed on the Premises. Tenant has approved the nature and extent of the First Audit. Tenant has accepted the nature and extent of the testing done by the consultant 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 (including, 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 use or occupancy of the Premises by the Tenant or any occupant/user of the Premises, or any portion thereof, during the Term of this Lease; and (b) 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 preceding sentence shall not be applicable if it can be demonstrated that the Hazardous Materials found on the Premises were present on the Premises prior to the PropertyCommencement Date, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, nor shall it be applicable in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation source of any such mattercontamination is from adjacent properties or otherwise as a result of the actions of the Landlord, Purchaser 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 option right to (a) terminate 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 Agreement Lease. All exceptions to the foregoing representations and receive a return of its Xxxxxxx Money; orwarranties are listed below: None, (b) close on except any matters revealed by the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationFirst Audit.

Environmental. To ‌ (a) There are no pending or outstanding Agency Actions concerning the best of Facility or the Premises with respect to Environmental Laws applicable to Seller, the Facility or the Premises, and Seller’s knowledgeoperation and use of the Facility. The Premises have at all times been in compliance with all applicable Environmental Laws. There are no writs, without inspection injunctions, decrees, orders or an obligation judgments outstanding, or any notices, actions, suits, Proceedings or investigations pending or threatened involving Seller relating to (i) its compliance with any Environmental Laws with respect to do soany of the Facility Assets or the Premises, or (ii) the Property Release of any Hazardous Substances at the Premises. (b) All Permits required by Environmental Laws and necessary for the operation of the Facility as configured and as operated by Seller have been obtained, are currently in effect, and are set forth in Schedule 3.7(b); Seller’s operations at the Premises and in connection with the Facility Assets are in compliance with all the requirements of such Permits; and there is no circumstance or condition that would preclude continued operation of the Facility Assets, including the Premises, under any of these Permits. (c) Seller has delivered to Buyer all information, reports, notices or inquiries from any Governmental Authority received by Seller relating to the Environmental Conditions at, upon or beneath the Facility or the Premises regardless of whether such Environmental Conditions were caused by or arose from Seller’s operation of the Facility. (d) Each of the Facility Assets and Seller are in compliance with all Environmental Laws. There are no circumstances, conditions or proposed regulations which could reasonably be expected to prevent or substantially interfere with Buyer’s compliance with Environmental Laws in connection with Buyer’s operation of the Facility Ownership Interest and use of the Premises in the foreseeable future in a manner consistent with Seller’s operation of the Facility during the term of the PPA. (e) Hazardous Substances have not been generated, used, treated or stored on, or transported to or from, any of the Premises in violation of Environmental Laws. (f) There is no asbestos contained in or forming any part of any building, building component, structure or other asset that is part of the PropertyFacility Assets, and no asbestos is or has been stored, disposed of or otherwise been present at the Premises or on or in any of the Facility Assets, and Seller does not have any liability for asbestos in connection with the use, operation, renovation or demolition of any of the Facility Assets. (g) There has not been no Release or threatened Release of Hazardous Substances at, on, under or from any of the Premises or at, on, under or from any property adjoining any of the Premises. (h) In connection with its ownership and operation of the Facility Assets, Seller has disposed of all wastes, including those containing any Hazardous Substances, in the past been used for handlingcompliance with all Environmental Laws, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored received any notice or disposed claim of on, under liability for any on- or about the Property off-site Release or transported to or from the Propertythreatened Release of Hazardous Substances. (i) There are not now, and there is not contained on never have been, any above-ground or underground storage tanks or PCB-containing transformers or equipment located at the Premises. (j) Seller has provided Buyer with all reports, surveys, studies, correspondence, investigations, tests and environmental sampling and analyses (whether commissioned by Seller or otherwise) relating in any improvements on way to the environmental condition of any of the Facility Assets or under Seller’s compliance with Environmental Laws in the Propertyoperation of the Facility, any flammable explosives, radioactive materials, asbestosthe use of the Facility Assets, or otherwise. (k) Seller has not received any substances defined as written request for information nor any written notification that it is a potentially responsible party under CERCLA or included in any similar state Environmental Law, including any such request or notification relating directly or indirectly to any of the definition Facility Assets, and none of “hazardous substance”, “hazardous waste”, “hazardous materials” the Premises is proposed to be listed or “toxic substances” under any applicable federal or state laws or regulations in effect is listed on the Effective Date National Priorities List under CERCLA or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive any similar state Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit Law requiring environmental investigation or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationcleanup.

Environmental. To 16.1 So far as the best of Seller’s knowledge, without inspection or an obligation to do soSeller is aware, the Property Sale Group currently complies with all Environmental Laws in all material respects insofar as they relate to the Business and, so far as the Seller is aware, has so complied during the Relevant Period. 16.2 Copies of material Environmental Approvals (excluding for the avoidance of doubt any approvals, consents or the permissions required under the Electricity Act 1989) held by the members of the Sale Group necessary for the carrying on of the Business as now carried on (“Environmental Approvals”) and commissioned during the Relevant Period are attached to the Disclosure Letter. So far as the Seller is aware, all such Current Environmental Approvals are in full force and effect and are being complied with in all material respects. 16.3 So far as the Seller is aware, all Environmental Approvals (excluding for the avoidance of doubt any part approvals, consents or permissions required under the Electricity Act 1989) necessary for the Business as now carried on have been obtained. No member of the Sale Group has received any written notice during the Relevant Period which is still outstanding from any third party (including any Competent Authority) nor is the Seller aware of any facts or circumstance: 16.3.1 indicating that there are investigations, enquiries or proceedings outstanding or pending against any member of the Sale Group that are likely to result in the suspension, cancellation, refusal, variation, amendment or revocation of any Current Environmental Approval; 16.3.2 alleging or claiming that any member of the Sale Group will be liable under Environmental Law to undertake or pay for any material remediation including any material remediation required to be undertaken at or in the vicinity of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received and/or 16.3.3 indicating that any third partylitigation or arbitration, including governmental agenciesadministrative, proposes regulatory or criminal proceedings as are described in paragraph 16.4 are pending or threatened against the Sale Group or that such proceedings are likely to carry out an inspection, audit or other investigation be brought against the Sale Group. 16.4 No member of the Property. To the best of Seller’s knowledgeSale Group is engaged in any litigation or arbitration, without inspection administrative, regulatory, or an obligation criminal proceedings involving any liability arising under or pursuant to do soany Environmental Law, there is whether as plaintiff, defendant or otherwise. 16.5 There are no evidence of material environmental audit reports or any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of material environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing assessments relating to the contrary, assets and business of the Sale Group prepared in the event that Purchaser’s environmental audit reveals last twelve (12) months other than those which have been supplied in the Data Room or are attached to the Disclosure Letter. 16.6 So far as the Seller is aware, no physical works or physical upgrades to the Facility (other than as provided for in the Accounts or Completion Balance Sheet) are reasonably anticipated in the next 15 months in order to comply with Environmental Laws or to maintain or obtain any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationEnvironmental Approval.

Environmental. Except as disclosed on Exhibit 11.20: (a) To the best Best Knowledge of Seller’s knowledgeBMTS, without inspection or an obligation to do so, the Property no real properly (or the subsurface soil and the ground water thereunder) now or previously leased by BMTS (the “Leased Premises”) either contains any part Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of the Property) BMTS, there has not in the past been used for handlingno generation, transportation, storage, transportation treatment or disposal of hazardous any Hazardous Substance on or toxic materials; and Seller has beneath the Leased Premises, now or in the past: (c) BMTS are not usedaware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, generatedor threatens to allege, manufacturedthe presence, stored or disposed release, threat of onrelease, under or about the Property or transported to or from the Property, and there is not contained placement on or in the Leased Premises, or the generation. transportation, storage, treatment or disposal at the Leased Premises, of any improvements Hazardous Substance; (d) BMTS has not received any written notice and has no actual knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or under in the Property, any flammable explosives, radioactive materials, asbestosLeased Premises, or any substances defined as generation, transportation, storage, treatment or included disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of BMTS. there have been no communications or agreements with any Governmental Authority or agency (federal, slate, or local) or any private person or entity (including, without limitation, any prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, release, threat of release, placement on or in the definition Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of “hazardous substance”any Hazardous Substance. BMTS further agrees and covenants that BMTS will not store or deposit on, “hazardous waste”otherwise release or bring onto or beneath, “hazardous materials” or “toxic substances” under the Leased Premises any applicable federal or state laws or regulations in effect on the Effective Date or Hazardous Substance prior to the Closing Date Date; and (collectivelyf) There is no litigation, the “Hazardous Materials”). With regard to the Propertyproceeding, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit citizen’s suit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation pending, or. to BMTS’ Best Knowledge, threatened, against BMTS, and BMTS know of the Property. To the best of Sellerno facts or circumstances which might give rise to any future litigation, proceeding, citizen’s knowledge, without inspection suit or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint governmental or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of investigation, which relate to BMTS’ compliance with environmental laws, regulations, ordinances rules, guidelines and ordinances. For purposes of this Section 11.20, “Hazardous Substance” shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R, Part 355 and any toxic chemical listed at 40 C.F.R. Part 372). (iii) hazardous wastes and hazardous substances as specified under any Texas state or ruleslocal Governmental Requirement governing water pollution. Notwithstanding groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the foregoing beneficial use of. the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 11.20, “Hazardous Substance” shall not mean and shall not include the following, to the contraryextent used normally and required for everyday uses or normal housekeeping or maintenance: (A) fuel oil and natural gas for heating, (B) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (C) materials routinely used in the event that Purchaser’s environmental audit reveals any environmental concerns or contaminationday-to-day operations of an office, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; oras copier toner, (bD) close on the property subject to all consumer products, (E) material reasonably necessary and customarily used in construction and repair of the other terms an office project, and conditions of this Agreement (F) fertilizers, pesticides and to assume all costs and expenses associated with any such remediationherbicides commonly used for routine office landscaping.

Environmental. To Except as disclosed in SECTION 7.14 OF SELLERS' DISCLOSURE SCHEDULE, or the Environmental Study: a. Sellers are currently, and at all times have been, in compliance with all Environmental Laws (as hereinafter defined) except where failure to comply with such Environmental Laws would not have a material adverse effect on the Facility; x. Xxxxxxx have all permits, authorizations or other approvals required under environmental laws to operate the Assets and the Real Property, and are in compliance with all such permits, authorizations and approvals except where failure to comply with such permits, authorizations or approvals, individually or in the aggregate, would not have a material adverse effect on the Facility; x. Xxxxxxx have not generated, handled, stored, disposed of or released any Hazardous Substance (as hereinafter defined) on any of the Real Property, except in compliance with applicable Environmental Laws except where failure to comply with such Environmental Laws, individually or in the aggregate, would not have a material adverse effect on the Facility; d. There are no polychlorinated biphenyls (PCBs) or transformers, capacitors, ballasts or other equipment that contains dielectric fluid containing PCBs at levels in excess of fifty parts per million (50 ppm) present, constructed, placed, deposited, stored, disposed of or located on the Real Property; e. There are currently no aboveground or underground storage tanks for the storage of Hazardous Substances located on the Real Property, and, to the best knowledge of Sellers, there have never been any such aboveground or underground storage tanks located on the Real Property; x. Xxxxxxx have not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Sellers are not in full compliance with Environmental Laws. There is no Environmental Claim (as defined below) pending or threatened against any of the Sellers or with respect to the Facility. g. There are no present or, to the best of Seller’s Sellers' knowledge, past actions, activities, circumstances, conditions, events or incidents, including, without inspection or an obligation to do solimitation, the Property (or any part of the Property) has not in the past been used for handlinggeneration, storage, transportation release, emission, discharge, presence or disposal of hazardous or toxic materials; and Seller has not usedany Hazardous Substance, generated, manufactured, stored or disposed that could form the basis of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” Environmental Claim against Sellers under any applicable federal or state laws or regulations Environmental Law in effect on the Effective Date at any time at or the Closing Date (collectively, the “Hazardous Materials”). With regard prior to the Property, Seller is Closing. h. The inclusion of any item disclosed in compliance with SECTION 7.17.OF SELLERS' DISCLOSURE SCHEDULE and maintains compliance with all the provisions inclusion of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as reference to the quality of the air, surface Environmental Study hereinabove do not constitute admissions by Sellers or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating Buyer that any third party, including governmental agencies, proposes to carry out an inspection, audit matters disclosed in such Schedule or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence Environmental Study constitutes a violation of any release of hazardous materials onto or into the PropertyEnvironmental Law. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser The following terms shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.following meanings as used herein:

Environmental. To Except as may be actually disclosed in the Environmental Report (i) no Hazardous Substances are now or, to Borrower's best knowledge, have ever been located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or disposed upon, under, over or from any Individual Property in a manner that may give rise to any actual or potential liability to pay response costs or other damages, losses or expenses or otherwise violate any Environmental Laws; (ii) no Hazardous Substances are currently located, stored or used at any Individual Property, except with respect to such Hazardous Substances which are (x) customarily located, stored or used in properties similar to the Properties or (y) unique and necessary to Borrower's business located on the Properties, provided that such Hazardous Substances described in (x) or (y) are at all times stored, located and used in compliance with all Environmental Laws; (iii) to Borrower's knowledge, no Hazardous Substances have been discharged, released or emitted, upon or from any Individual Property into the environment and no threat exists of a discharge, release or emission of a Hazardous Substance upon or from any Individual Property into the environment, which discharge, release or emission, in either case, would subject the owner of such Individual Property to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) no Property has ever been used as or for a mine, a landfill, a dump or other disposal facility or a gasoline service station; (v) no underground storage tank is now located on or in any Individual Property or if previously located therein has been removed therefrom in compliance with all applicable Environmental Laws and any clean-up of the surrounding soil in connection therewith has been completed; (vi) no asbestos, ACM, materials containing urea-formaldehyde, or transformers, capacitors, ballasts or other equipment containing PCBs are located on any Individual Property; (vii) no Property has been used by Borrower or any Affiliate or, to the best of Seller’s Borrower's knowledge, without inspection after reasonable investigation, any other person or an obligation entity (including any prior owner of any Individual Property) as a permanent or temporary treatment, storage or disposal site for any Hazardous Substance subject to do soregulation under Environmental Laws; (viii) no violation of any Environmental Law now exists or has ever existed in, the Property (upon, under, over or from any Individual Property, no notice of any such violation or any part of the Property) alleged violation thereof has not in the past been used for handling, storage, transportation issued or disposal of hazardous given by any governmental entity or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyagency, and there is not contained on now nor has there ever been any investigation or report involving any Individual Property by any governmental entity or agency which in any improvements on way relates to Hazardous Substances; (ix) no Person has given any notice of or under asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the Propertyenvironment or natural resources, resulting or allegedly resulting from any activity or event described in clauses (i)-(viii) above and to the knowledge of Borrower, no basis for such a claim exists; (x) there are not now, nor to Borrower's best knowledge have there ever been, any flammable explosivesactions, radioactive materialssuits, asbestosproceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from any Property; (xi) no oral or written notification of a Release (as such term is defined in 42 U.S.C. * 9601(22)) of any Hazardous Substances has been filed by or on behalf of Borrower through authorized employees or agents and no Property is listed in the United States Environmental Protection Agency's List of Hazardous Waste Sites or any substances defined as or included in the definition other list of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under Hazardous Substance sites maintained by any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state or local governmental agency; (xii) there are no environmental liens on any Property, and, to the best knowledge of Borrower, no governmental actions have been taken or are in process which could subject any Property to such liens; (xiii) Borrower has not transported or arranged for the transportation of any Hazardous Substances to any location which is listed or proposed for listing under CERCLA or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations; (xiv) no environmental or engineering investigations, studies, audits, tests, reviews or other analyses have been conducted by or are in the possession of Borrower or its Affiliates in relation to any Property other than the Environmental Report; Borrower has delivered a true, correct and local statutory schemes imposing liability on owners complete copy of the Property. No inspection, audit or other Investigation has been conducted or requested as Environmental Report to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes Lender; and (xv) to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s Borrower's knowledge, without inspection the Environmental Report does not contain any untrue statements of a material fact or an obligation omit to do so, there is no evidence of state a material fact necessary to make any release of hazardous materials onto statement contained therein or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contraryherein, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all light of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any circumstances under which such remediationstatements were made, not misleading.

Environmental. To the best of Seller’s knowledge, without inspection All real properties leased currently or an obligation to do so, the Property (or at any part of the Property) has not time in the past by Seller (the "Real Property"), are identified by address on Schedule 4.11. Except as set forth on Schedule 4.11: (a) the Real Property has been used maintained and operated by Seller in compliance with all applicable Environmental Laws; (b) all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed by Seller under any Environmental Law in connection with the Real Property have been obtained or filed; (c) there are no past, pending or, to Seller's Knowledge, threatened investigations, proceedings, notice of violation or other claims against Seller with respect to any Real Property relating to the presence, release, threatened release or remediation of any Hazardous Material or pollutant for handlingnon-compliance with any Environmental Law or the environmental condition of any such property; Seller is not, storageand, transportation to Seller's Knowledge, no prior owner or operator of any Real Property is, the subject of any liabilities under Environmental Laws; and there are no liens, deed restrictions, notice or registration requirements or other limitations applicable to the Real Property based upon any Environmental Laws; (d) during any period in which Seller leased or otherwise controlled the Real Property, no conditions or circumstances at any time in, at, on, under, a part of, involving or otherwise related to the Real Property exist or have existed, including without limitation the off-site disposal of hazardous Hazardous Materials, that could currently or toxic materialsin the future give rise to any remedial action against Seller or Purchaser under, or impose any liability on Seller or Purchaser with respect to, any Environmental Law; there are no underground storage tanks located in, at, on, or under the Real Property; and Seller has not usedthere are no PCBs, generatedlead paint, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyasbestos, and there is not contained on materials, articles and products containing PCBs, lead paint or in any improvements asbestos located in, at, on or under the Real Property; (e) Seller has not received any notice or claim that Seller is or may be liable to any Person as a result of any Hazardous Material generated, any flammable explosivestreated or stored in connection with the ownership, radioactive materialsuse or operation of the Real Property; and (f) no conditions or circumstances exist or have existed, asbestosand no activities are occurring or have occurred, that are resulting or any substances defined as or included have resulted in the definition exposure of “hazardous substance”, “hazardous waste”, “hazardous materials” any person or “toxic substances” under any applicable federal property to a Hazardous Material such that Seller or state laws Purchaser may in the future be liable to such person or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit such property for personal or other Investigation has been conducted injuries or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about damages resulting from such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationexposure.

Environmental. Except as disclosed on Exhibit 6.24, Scarab has never owned or operated any real property except for leased office space: (a) To the best Best Knowledge of Seller’s knowledgeScarab, without inspection or an obligation to do so, the Property no real property (or the subsurface soil and the ground water thereunder) now or previously leased by Scarab (the "Leased Premises") either contains any part Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of the Property) Scarab, there has not in the past been used for handlingno generation, transportation, storage, transportation treatment or disposal of hazardous any Hazardous Substance on or toxic materials; and Seller has not usedbeneath the Leased Premises, generated, manufactured, stored now or disposed of on, under or about in the Property or transported to or from the Property, and there past; (c) Scarab is not contained aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any improvements Hazardous Substance; (d) Scarab has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or under in the Property, any flammable explosives, radioactive materials, asbestosLeased Premises, or any substances defined as generation, transportation, storage, treatment or included disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of Scarab, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, release, threat of release, placement on or in the definition Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of “hazardous substance”any Hazardous Substance. Scarab further agrees and covenants that Scarab will not store or deposit on, “hazardous waste”otherwise release or bring onto or beneath, “hazardous materials” or “toxic substances” under the Leased Premises any applicable federal or state laws or regulations in effect on the Effective Date or Hazardous Substance prior to the Closing Date Date; and (collectivelyf) There is no litigation, the “Hazardous Materials”). With regard to the Propertyproceeding, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit citizen's suit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation pending, or, to Scarab's Best Knowledge, threatened, against Scarab, and Scarab knows of the Property. To the best of Seller’s knowledgeno facts or circumstances which might give rise to any future litigation, without inspection proceeding, citizen's suit or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint governmental or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of investigation, which relate to Scarab's compliance with environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement guidelines and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationordinances.

Environmental. To Subject to the best of Airport Closure Letter and Seller’s knowledge, without inspection or an obligation to do so, 's disclosure that (i) the Property (or any part operation of the Propertyaircraft maintenance and repair services at the Leasehold Improvements involves the Use (as defined below) has not in of Hazardous Materials and (ii) one Tenant of each of the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; Arizona Corporate Center Property and Seller has not used, generated, manufactured, stored or the Centerpark Plaza I Property may have improperly disposed of certain chemicals: (A) To Seller's Actual Knowledge, Seller and the Realty are not and will not be in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, soil, water, or environmental conditions on, under or about the Property Realty, including, but not limited to, the Environmental Laws; (B) To Seller's Actual Knowledge, during the period that Seller has owned the Realty there has been no use, presence, disposal, storage, generation, release, or transported to or from threatened release (as those terms are used in the PropertyEnvironmental Laws, and there is not contained on or in any improvements on are hereinafter collectively referred to as "Use") of Hazardous Materials on, from or under the PropertyRealty, any flammable explosivesexcept as disclosed by Seller to Buyer in writing; (C) To Seller's Actual Knowledge, radioactive materialsno Use of Hazardous Materials occurred on, asbestosfrom or under the Realty prior to Seller taking title to the Realty, except as disclosed by Seller to Buyer in writing; and (D) To Seller's Actual Knowledge, during the period that Seller has owned the Realty, there has been no enforcement action or any substances defined as litigation brought or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date threatened against Seller or the Closing Date (collectivelyRealty, nor any settlements reached by or with any party or parties alleging the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence Use of any release of hazardous materials onto Hazardous Materials on, from or into under the Property. No warning noticeRealty, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued except as disclosed by a public agency alleging that conditions on the Property are Seller to Buyer in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationwriting.

Environmental. To (a) Landlord and Tenant acknowledge that there are environmental conditions at, near or affecting the best Property for which Landlord or one of its affiliates is currently performing investigation, remediation or other response actions (collectively, "Remediation"). Landlord covenants and agrees that Remediation is being and will continue to be performed pursuant to and in compliance with applicable federal, state, county and municipal laws, rules, regulations, orders, permits and directives relating to human health or the environment ("Environmental Laws"), and the performance of Remediation does not and will not have an adverse effect on the Premises or unreasonably interfere with the Tenant's use and/or operation thereat. Landlord will retain full responsibility for any violations of Environmental Laws and Remediation required now or in the future relating to environmental conditions (including, but not limited to responsibility for any fines and penalties) unless environmental conditions or violations or Remediation results from Tenant's activities. (b) In addition to indemnifications in Section 14 of this Lease and in the Asset Purchase Agreement between Xxxxxxxxx Semiconductor Corporation, as Buyer, and National Semiconductor Corporation, as Seller’s knowledge, dated as of the date hereof ("Purchase Agreement"), Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all actions, demands, claims, losses, damages, costs and liabilities and expenses (including, without inspection limitation, reasonable attorney's fees) (collectively, "Claims") asserted against, imposed upon or an obligation incurred by Tenant which arise out of, result from or in any way relate to do so(i) any environmental conditions existing at, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under under, about or about the Property or transported migrating to or from the PropertyPremises as of the commencement of this Lease, (ii) Landlord's performance of Remediation (whether performed or required to be performed before or after the commencement of the Lease), (iii) any violation of Environmental Law prior to the date of this Lease, (including, without limitation, any violation relating to the Remediation, the Premises or the Landlord's activities thereat), and there is (iv) environmental conditions or violations of Environmental Laws not contained caused by Tenant's activities, regardless of when such violations occur or conditions arise. Landlord agrees to respond on or in any improvements on or under Tenant's behalf to such Claims or, at Tenant's election, to pay the Propertycosts of Tenant's response. In the event that Landlord fails to comply with the obligations of this Section, any flammable explosivesTenant, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard at its sole discretion and notwithstanding anything to the Propertycontrary, Seller is in compliance with shall have the option to terminate this Lease. (c) Landlord hereby waives and maintains compliance with releases Tenant from any and all claims, known and unknown, foreseen or unforeseen, which exist or may arise under common or statutory environmental law, including the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376as amended ("CERCLA") or any other statutes now or hereafter in effect, except for those matters for which Tenant is obligated to indemnify Landlord under this Lease. (d) Tenant covenants and other similar federalagrees to defend, state indemnify and local statutory schemes imposing liability on owners of hold Landlord harmless from and against any and all Claims that are asserted against or incurred by Landlord or the Property. No inspection, audit or other Investigation has been conducted or requested as Premises to the quality extent such Claims relate to or arise out of the air, surface or subsurface conditions any environmental condition caused by Tenant's activities at the Property by Premises, or Tenant's violation of any partyEnvironmental Law, including public agencies. Furthermore(which violation was not in existence prior to the date hereof), no writtenprovided, oral however, that Tenant shall not be obligated to indemnify Landlord for any Claim for which Landlord is required to indemnify Tenant under this Lease. (e) Tenant shall not use, store or other type bring upon the Premises any chemicals or toxic or hazardous materials or substances of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledgetype, without inspection the prior written consent of Landlord, which may be granted or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are denied in violation of environmental laws, regulations, ordinances or rulesits sole and absolute discretion. Notwithstanding the foregoing foregoing, Tenant may, without obtaining such consent, use, store and bring upon the Premises incidental amounts of (i) those chemicals that, as of the date hereof, Tenant was using or storing at the Premises in connection with the uses of the Premises permitted by this Lease, and (ii) any other chemicals as become necessary or desirable for Tenant to continue to use the contrary, Premises as permitted herein in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return ordinary course of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationbusiness.

Environmental. (a) There has not been, as of the date hereof, any "release" (as defined in 42 U.S.C. (S)9601(22)) or threat of a "release" of any "hazardous substances" (as defined in 42 U.S.C. (S)9601(14)) or oil or other petroleum related products on or about any of the Real Property. (b) SELLER has no contract, agreement or otherwise arranged for disposal or treatment, or arranged with a transporter for transport for disposal or treatment, of hazardous substances at any "facility" (as defined in 42 U.S.C. (S) 9601(9)) owned or operated by another Person, except for a contract with Crystal Lake Leasing for the disposal of vehicle oil. (c) SELLER has not accepted any hazardous substances for transport to disposal or treatment facilities or sites selected by SELLER. (d) To the best Knowledge of Seller’s knowledge, without inspection or an obligation to do soSELLER and the Shareholders, the Real Property (or any part of and the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller use thereof is in compliance with and maintains SELLER is in compliance with all applicable laws, statutes, ordinances, rules and regulations of any governmental or quasi-governmental authority (federal, state or local) relating to environmental protection, underground storage tanks, toxic waste, hazardous waste, oil or hazardous substance handling, treatment, storage, disposal or transportation, or arranging therefor, respecting any products or materials previously or now located, delivered to or in transit to or from the provisions of Real Property, including without limitation the Federal Water Pollution Control Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act, and the Superfund Amendments and Reauthorization Act of 19801986. (e) Schedule 6.21 attached hereto is a true, correct and complete list ------------- of all hazardous substances and hazardous wastes used or generated by SELLER in the conduct of the Business since January 1, 1970, and Solid Waste Disposal Acta list of the methods used by SELLER and any predecessor (including a list of past and present disposal and reclamation sites) to dispose thereof. (f) The past disposal practices relating to hazardous substances and hazardous wastes of SELLER (and its predecessors, Florida Statutes Chapter 376if any) have been accomplished in accordance with all applicable laws, rules, regulations and other similar federalordinances. (g) SELLER has not been notified of nor is there any basis for any potential liability of SELLER with respect to the clean-up of any waste disposal site or facility. SELLER has no information to the effect that any site at which SELLER has disposed of hazardous substances or oil has been or is under investigation by any local, state and local statutory schemes imposing liability on owners or federal governmental body, authority or agency. (h) SELLER has not received any notification of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release releases of hazardous materials onto substances or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint oil from any governmental or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationquasi-governmental agency.

Environmental. Except as set forth on Schedule 6.14: (a) To the best Sellers’ Knowledge, Sellers have not been in material violation of Seller’s knowledgeany Environmental Law, without inspection engaged in or an obligation to do sopermitted any operations or activities upon, the Property (or any part use or occupancy of the Real Property) has not , or any portion thereof, for the purpose of or in any way involving the past been used for handling, manufacture, treatment, storage, transportation use, generation, release, discharge, refining, dumping or disposal of hazardous any Hazardous Materials (whether legal or toxic materials; and Seller has not usedillegal, generatedaccidental or intentional) on, manufacturedunder, in or about the Real Property, or transported any Hazardous Materials to, from or across the Real Property, nor are any Hazardous Materials presently constructed, deposited, stored or disposed of otherwise located on, under under, in or about the Property or transported Real Property, nor, to or the Sellers’ Knowledge, have any Hazardous Materials migrated from the Real Property upon or beneath other properties, nor, to the Sellers’ Knowledge, have any Hazardous Materials migrated or threatened to migrate from other properties upon, about or beneath the Real Property. (b) To Sellers’ Knowledge, Sellers presently are and have been in material compliance with all Environmental Laws applicable to the Real Property, and there is not contained on or in any improvements on or under the Propertyexists no Environmental Conditions that require reporting, any flammable explosivesinvestigation, radioactive materialsassessment, asbestoscleanup, remediation or any substances defined as other type of response action pursuant to any Environmental Law or included in that could be the definition basis for any liability of “hazardous substance”any kind pursuant to any Environmental Law. (c) Neither the Sellers nor the Shareholder have received written notice or other communication concerning any alleged violation of Environmental Law, “hazardous waste”, “hazardous materials” whether or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard not corrected to the Property, Seller is in compliance with and maintains compliance with all the provisions satisfaction of the Federal Water Pollution Control Actappropriate authority, Comprehensive nor notice or other communication concerning alleged liability for Environmental ResponseDamages in connection with the Real Property and there exists no writ, Compensation and Liability (“Superfund”) Act of 1980injunction, and Solid Waste Disposal Actdecree, Florida Statutes Chapter 376order or judgment outstanding, and other similar federalnor any lawsuit, state and local statutory schemes imposing liability on owners claim, proceeding, citation, directive, summons or investigation, pending or threatened, relating to the ownership, use, maintenance or operation of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Real Property by any partyperson, including public agencies. Furthermoreor from alleged violation of Environmental Laws, or from the suspected presence of Hazardous Material on the Real Property. (d) To Sellers’ Knowledge, there are no writtenunderground tanks and related pipes, oral pumps and other facilities regardless of their use or other type purpose whether active or abandoned at the Real Property. (e) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Sellers’ activities and operations at the Real Property and for any ongoing alterations or improvements at the Real Property; and (ii) any applications for renewal of notice has such Permits have been received indicating that any third partysubmitted on a timely basis. (f) Sellers have made available to the Purchaser copies of all documents, including governmental agenciesrecords and information in its possession or control concerning Environmental Conditions, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledgeincluding, without inspection limitation, previously conducted environmental audits and documents regarding any disposal of Hazardous Materials at, upon or an obligation to do sofrom the Real Property, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public spill control plans and environmental agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement reports and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationcorrespondence.

Environmental. To except as set forth in the UEC SEC Filings, and except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on UEC: (i) all operations of UEC have been conducted, and are now in compliance with all Environmental Laws; (ii) UEC is in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate its properties and to conduct its business as it is now being conducted or as proposed to be conducted (collectively the "Environmental Permits"); and (iii) UEC is not aware of, or is subject to: (A) any Environmental Laws which require or may require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures; (B) any written demand or written notice with respect to the breach of or liability under any Environmental Laws applicable to UEC, including any regulations respecting the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances; (C) any written demand or written notice with respect to liability, by contract or operation of applicable Laws, under Environmental Laws applicable to UEC or any current or former subsidiary or any of its predecessor entities, divisions or any formerly owned, leased or operated properties or Assets of the foregoing, including liability with respect to the presence, release or discharge of Hazardous Substances; or (D) any changes in the terms or conditions of any Environmental Permits or any renewal, modification, revocation, re-issuance, alteration, transfer or amendment of such Environmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of the Business following such consummation; (iv) UEC has not conducted the Business or used any of the Assets or permitted them to be conducted or used, to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance with all applicable judgments, decrees, orders, injunctions, rules, statutes and regulations of all courts, arbitrators or Governmental Entities, including all environmental, health and safety statutes and regulations and, to the best of Seller’s UEC's knowledge, without inspection neither has any lessee or an obligation to do soprior owner of any of the Assets or any other Person; (v) UEC, the Property Business and the Assets and the uses to which its assets have been put and the state of maintenance and repair thereof comply in all material respects with all applicable Laws, judgments, decrees, orders, injunctions, rules and regulations of all Governmental Entities, courts or arbitrators, including all environmental, health and safety statutes and regulations and fire and building codes and standards; (vi) UEC has not received any notices of any contravention of, or demands or requests for, repairs or other remedial work with respect to any part of its assets under any statutes, bylaws, ordinances, rules or regulations of any Governmental Entity or arising from the use of any of its assets, or the occupation or use of any premises owned, leased or utilized by UEC or relating to the location, size, configuration, state of repairs, design or construction of, or defects in any of these premises; (vii) UEC is not subject to any judicial or administrative proceeding alleging the violation of any applicable Environmental Laws, health or safety laws or other statutes and regulations, judgments, decrees, orders, injunctions, or rules; (viii) UEC is not the subject of investigation by any Governmental Entity evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance into the environment nor has any Hazardous Substance been released into the environment, or disposed of, at, on, or near any property used or previously used by UEC as a result of the Propertyconduct of the Business or otherwise, except as permitted by the laws or regulations enforced at the relevant time and UEC does not have any contingent liability in connection with the release of any Hazardous Substance or contaminant or other substance into the environment; and (ix) UEC has not in the filed any notice under any applicable Environmental Laws, health or safety laws, other statutes or regulations, judgments, decrees, orders or injunctions, indicating past been used for handlingor present treatment, storage, transportation or disposal of hazardous a Hazardous Substance or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestosconstituent, or any substances defined as or included in other substance into the definition of “hazardous substance”environment, “hazardous waste”and, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do sothe knowledge of UEC, there is are no evidence of orders or directions relating to environmental matters requiring any release of hazardous materials onto work, repairs or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing capital expenditures with respect to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns Assets or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.Business;

Environmental. To (a) Seller has provided Buyer with copies of Phase I environmental assessments of certain Real Property sites as shown on Schedule 1.1(c), if any (each a “Seller Phase I”). Prior to Closing, Buyer may, at its expense, upon notice to Seller and at times reasonably acceptable to Seller, obtain Phase I environmental assessments (each, a “Buyer Phase I”) of any Owned Real Property and any Real Property Leases which are ground leases (subject to any necessary landlord consent), in each case including any Tangible Personal Property situated on such Real Property. If the best written results of any Buyer Phase I recommend or advise further investigation or testing, Buyer may, at its expense, upon notice to Seller and at times reasonably acceptable to Seller, obtain Phase II environmental assessments (each, a “Buyer Phase II”), subject to any necessary landlord consent. Seller will provide Buyer or its agents (to be accompanied by a representative of Seller’s knowledge, without inspection or an obligation ) access to do so, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Owned Real Property, any flammable explosivesReal Property Leases which are ground leases and the Tangible Personal Property situated on such Real Property to perform such Buyer Phase I’s and Buyer Phase II’s. (b) If any Seller Phase I, radioactive materialsBuyer Phase I or Buyer Phase II, asbestosas applicable, or any substances defined as or included item set forth on Schedule 1.1(c) identifies a condition that requires remediation in order for the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard Station to the Property, Seller is operate in compliance with and maintains compliance with Environmental Law in all material respects, then: (i) except as set forth below, Seller shall use commercially reasonable efforts to remediate such condition in all material respects in the provisions ordinary course of business, and (ii) if such remediation is not completed prior to Closing, then the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980parties shall proceed to Closing, and Solid Waste Disposal Act, Florida Statutes Chapter 376Seller shall promptly remediate such item in all material respects after Closing (and Buyer will provide Seller access and any other reasonable assistance requested by Seller with respect to such obligation), and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as Buyer shall not have a claim against Seller pursuant to Article 9 hereof to the quality of the air, surface or subsurface conditions at the Property extent such condition is so remediated by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. . (c) Notwithstanding the foregoing anything herein to the contrary, in if at any time prior to Closing such a condition exists and the event that Purchaser’s environmental audit reveals any environmental concerns reasonably estimated cost to remediate such condition exceeds $500,000, then either Seller or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) Buyer may terminate this Agreement and receive a return of its Xxxxxxx Money; or, upon written notice to the other within fifteen (b15) close on the property subject to all calendar days after receipt of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationremediation estimate.

Environmental. To the best of Seller’s knowledgeExcept for any matters that, without inspection individually or an obligation to do so, the Property (or any part of the Property) has not in the past aggregate, would not have or would not reasonably be expected to have a Material Adverse Effect on Excellon or as disclosed to Otis: (a) all facilities and operations of Excellon and the Excellon Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or are now, in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains material compliance with all Environmental Laws; (b) Excellon and the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980Excellon Subsidiaries are in possession of, and Solid Waste Disposal Actin material compliance with, Florida Statutes Chapter 376all Environmental Permits required to own, lease and other similar federal, state operate the Excellon Properties and local statutory schemes imposing liability on owners of the Property. No inspection, audit Excellon Mineral Rights and to conduct their respective business as they are now being conducted; (c) no Remedial Action obligation or other Investigation has been conducted Environmental Liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of Excellon and the airExcellon Subsidiaries, surface or subsurface conditions at and, to the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soExcellon, there is no evidence basis for any such Environmental Liabilities to arise in the future as a result of any release activity in respect of hazardous materials onto such property, interests, rights, operations and business; (d) neither Excellon nor the Excellon Subsidiaries is subject to any proceeding, application, order or into the Property. No warning noticedirective which relates to environmental, notice of violationhealth or safety matters, administrative complaintand which may require any material work, judicial complaint repairs, construction or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing expenditures; (e) to the contraryknowledge of Excellon, there are no changes in the event that Purchaser’s environmental audit reveals status, terms or conditions of any environmental concerns Environmental Permits held by Excellon or contaminationthe Excellon Subsidiaries or any renewal, the Purchaser shall advise Seller about such environmental concerns modification, revocation, reassurance, alteration, transfer or contamination. In the event Seller declines to pay for the remediation amendment of any such matterEnvironmental Permits, Purchaser shall have or any review by, or approval of, any Governmental Entity of such Environmental Permits, consents, waivers, Permits, orders and exemptions that are required in connection with the option execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Excellon or the Excellon Subsidiaries following the Effective Date; (f) neither Excellon nor the Excellon Subsidiaries (i) is a party to any litigation or administrative proceeding nor, to the knowledge of Excellon, has any litigation or administrative proceeding been threatened against it or its property or assets, which in either case (a1) terminate this Agreement and receive a return of its Xxxxxxx Money; orasserts or alleges that it violated any Environmental Laws, (b2) close on asserts or alleges that it is required to take Remedial Action due to the property Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future Remedial Action which arises out of or is related to the Release of any Hazardous Substances, (ii) has any knowledge of any conditions existing currently which could reasonably be expected to subject it to any material Environmental Liabilities or which require or are likely to require Remedial Action; and (iii) is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; (g) Excellon and the Excellon Subsidiaries have made available to Otis all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (h) to the knowledge of Excellon, neither Excellon nor the other terms and conditions of this Agreement and Excellon Subsidiaries is subject to assume all costs and expenses associated with any such remediationpast or present fact, condition or circumstance that would reasonably be expected to result in any material Environmental Liabilty.

Environmental. To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part Except as set forth in Section 2.13 of the PropertyDisclosure Schedule: (i) has The operations and properties of the Company and the Subsidiaries (a) are in compliance in all material respects with all applicable Environmental Laws (as defined) and (b) have not in the past been used for handlinggenerated, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generatedstored, transported, manufactured, stored released or disposed of onany Hazardous Materials (as defined) on or off the Company's premises in material violation of Environmental Laws. No material expenditure will be required to comply with Environmental Laws in connection with the operation or continued operation of the business of the Company and the Subsidiaries after the Effective Date in a manner consistent with the current operation thereof by the Company and the Subsidiaries. To the knowledge of the Company and the Subsidiaries, no material expenditure will be required to remediate, clean up, xxxxx or remove any Hazardous Materials on any of any real property owned, operated or leased by the Company or the Subsidiaries. (ii) There are no actions, complaints, citations, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or the Subsidiaries alleging the violation of or seeking to impose liability pursuant to any Environmental Law or Environmental Permit (as defined below); (iii) The Company has provided or will provide Acquiror with copies of all environmental audits, assessments, studies, reports, analyses, investigation results or similar environmentally-related documents of any real property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries that are in the possession, custody or control of the Company or its subsidiaries. (iv) The Company has provided or will provide Acquiror with copies of all requests for information (and responses thereto), notices of violation, complaints, claims or other documents or correspondence related to or referring to any actual or alleged violations of Environmental Laws, including but not limited to the Federal Comprehensive Environmental, Response, Cleanup and Liability Act ("CERCLA") and similar state laws, at (a) any real property currently or formerly owned, operated or leased by the Company or any Subsidiaries, including but not limited to facilities located in Pittsburgh, Pennsylvania, Novi, Michigan and Troy, New York, or (b) at CERCLA or similar state sites at which the Company or any Subsidiaries are named as potentially responsible parties, or for which the Company or any Subsidiaries have received a CERCLA Section 122(c), Section 104(e) or similar notice or request for information. (v) The Company and Subsidiaries possess, and have maintained in full force and effect, all Environmental Permits required for the operation of their respective businesses, and are in compliance with the provisions of all such Environmental Permits. No modification, revocation, reissuance, alteration, transfer or amendment of any material Environmental Permit, or any review by, or approval of, any third party of any Environmental Permit is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby. (vi) The Company and the Subsidiaries have not contractually created or assumed any liabilities or obligations or indemnifications under any Environmental Laws at or related to any real property currently or formerly owned, operated or leased by the Company or any Subsidiaries. (vii) As used in this Section 2.13, each of the following terms shall have the following meanings: (a) "Environmental Law" means any applicable federal, state, local, or foreign law, statute, code, ordinance, rule, regulation or other requirement (including common law) relating to the environment (including air, soil, surface water, groundwater, drinking water, plant life and animal life), or public or employee health and safety; (b) "Environmental Permit" means any permit, consent, approval, authorization, license, variance, registration, identification number or permission required under or about the Property issued pursuant to any applicable Environmental Law or transported order, writ, injunction or decree; and (c) "Hazardous Materials" means any hazardous, toxic or dangerous substances, materials and wastes, including but not limited to naturally occurring or from the Propertyman-made petroleum or other hydrocarbons, and there is not contained on or in any improvements on or under the Property, any flammable explosives, asbestos containing materials, urea formaldehyde insulation, radioactive materials, asbestosradioactive wastes, by-products and/or ores, polychlorinated biphenyls, pesticides, herbicides and any other pollutants or contaminants (including materials with hazardous constituents), sewage, sludge, industrial and/or mining slag, tailings, solvent and/or any other similar substance, material, or waste and including any substances defined as other substances, materials or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” wastes regulated under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationLaw.

Environmental. To (i) Each member of the best Group has all Environmental Permits required to enable it to conduct its business lawfully under the terms of Seller’s knowledgethe Environmental Laws. (ii) Each such Environmental Permit is in full force and effect. (iii) No proceeding or other action of whatever nature is pending or is threatened or, without inspection so far as the Seller is aware, is under consideration seeking the suspension, revocation, variation, limitation of or an obligation otherwise relating to do soany Environmental Permit or seeking to impose any penalty under any Environmental Permit or Environmental Laws. This warranty does not apply to the Properties at Bawtry or Loxley in so far as it relates to matters other than suspension or revocation. (iv) There are no facts or circumstances which will or are likely to result in any Environmental Permit being suspended, revoked or, so far as the Property Seller is aware, varied or limited prior to renewal or expiry. This warranty does not apply to the Properties at Bawtry or Loxley in so far as it relates to matters other than suspension or revocation and only applies to variation or limitation where the seller is aware both (a) of the relevant facts or circumstances; and (b) that such facts or circumstances are likely to lead to a variation or limitation prior to renewal or expiry. (v) No appeals are pending or being contemplated in respect of the refusal of or conditions contained in any Environmental Permit or any part action taken in respect of any Environmental Permit. This warranty does not apply to the Properties at Bawtry and Loxley. (i) So far as the Seller is aware, each member of the Property) Group is and always has not been in full compliance with the Environmental Permits and Environmental Laws in all material respects and the use of all the Properties and the machinery and other property employed in the past conduct of the Group Business has been used and is in accordance with the Environmental Permits and Environmental Laws in all material respects. (ii) No notice, notification, demand, request for handlinginformation, storagesummons, transportation complaint or disposal order has been issued, no complaint has been made, no penalty has been assessed and, so far as the Seller is aware, no investigation or review is pending or is threatened, by any public authority having responsibility for Environmental Matters or by any other person with respect to: (a) any alleged violation by each member of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed the Group of on, under or about any Environmental Law including the Property or transported failure by each member of the Group to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard report to the Property, Seller proper governmental entity the occurrence of any event which is required to be so reported by any Environmental Law; or (b) any alleged failure by each member of the Group to have or to operate in compliance with and maintains any Environmental Permit; or (c) any Environmental Matter relating to the acts or omissions of each member of the Group (or of those other persons for whom it is liable) or any of the Properties. This warranty 22(B)(ii) does not apply to the renewal of Environmental Permits or to matters relating to routine compliance with all the provisions Environmental Laws or routine monitoring under Environmental Laws or in relation to any matter which does not constitute or relate to an actual or potential breach of Environmental Laws. (C) None of the Federal Water Pollution Control Act, Comprehensive warranties in this Warranty 22 apply to Relevant Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested Matters as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, defined in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationEnvironmental Deed.

Environmental. To Seller covenants and agrees that: (a) all uses and operations on or of the best of Real Property by Seller’s knowledge, without inspection or an obligation to do sotenants under the Tenant Leases, vendors under the Property (Contracts or any part other person claiming by, through or under Seller shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of the Property) has not in the past been used for handlingHazardous Substances in, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the PropertyReal Property in violation of Environmental Laws by Seller, and tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (c) there is not contained on or in any improvements shall be no Hazardous Substances in, on or under the Property caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller, except those that are both (A) in compliance with all Environmental Laws and, to the extent required thereby, with permits issued pursuant thereto and (B) have been disclosed to Buyer in writing on or before the date of this Agreement; (d) Seller shall, at its sole cost and expense, keep the Real Property free and clear of all liens and encumbrances on the Real Property imposed pursuant to any Environmental Law, whether due to any act or omission of Seller or any other person (the “Environmental Liens”); (e) Seller shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Real Property pursuant to any good faith request from Buyer made in connection with a reasonable belief by Buyer that an environmental issue may exist at the Property (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) and share with Buyer the reports and other results thereof, and Buyer shall be entitled to rely on such reports and other results thereof; (f) Seller shall, at its sole cost and expense, comply with all reasonable written requests of Buyer to (I) effectuate Remediation of any environmental condition that violates an Environmental Law (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from the Property directly caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (II) comply with any Environmental Law applicable to the Property; (III) comply with any directive applicable to or relating to the Real Property from any Governmental Authority to remediate an environmental condition caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; and/or (IV) take any other reasonable action necessary or appropriate for protection of human health or the environment relating to the Property; (g) Seller shall not, or affirmatively permit or allow, and Seller shall, at its sole cost and expense, take reasonably necessary steps to prevent any owner, tenant or other permitted user of the Real Property from taking, any act that increases the dangers to human health or the environment in any material respect, poses an unreasonable risk of harm to any Person on the Property, impairs or is reasonably likely to impair the value, use or utility of such Property, is contrary to any flammable explosivesrequirement of any insurer providing coverage for the Property or Seller, radioactive materialsviolates any covenant, asbestoscondition, agreement or easement applicable to the Property; (h) Seller shall promptly commence and diligently perform to completion all work required to be undertaken under all Legal Requirements in connection with the occupancy and/or use of the Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any substances defined as other person claiming by, through or included under Seller; (i) Seller shall, at its sole cost and expense, obtain Buyer's prior written consent to any contract relating to environmental matters at the Property, which consent shall not be unreasonably withheld; (j) in the definition event that any inspection or audit reveals the presence of “hazardous substance”Toxic Mold in the indoor air of the Property at concentrations exceeding ambient air levels or visible Toxic Mold on any building materials or surfaces at the Real Property for which any 3119.001/132866 779613.06-LACSR02A - MSW Governmental Authority recommends or requires removal thereof by remediation professionals, “hazardous waste”Seller shall, “hazardous materials” at its sole cost and expense, immediately remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with all applicable Legal Requirements and guidelines, following which abatement of the Toxic Mold, Seller shall prepare and implement (or “toxic substances” under cause to be prepared and implemented) an Operations and Maintenance Plan for Toxic Mold and Moisture acceptable to Buyer and in accordance with the guidelines issued by the National Multifamily Housing Council or guidelines applicable to commercial and office property; (k) Seller shall reasonably promptly notify Buyer in writing if Seller becomes aware of (1) any applicable federal presence or state laws Release or regulations in effect threatened Release of Hazardous Substances in, on, under, from or migrating towards the Property or into any buildings on the Effective Date Property; (2) any non-compliance with any Environmental Laws related in any way to the Property; (3) any actual or potential Environmental Lien encumbering or potentially encumbering the Closing Date Property; (collectively4) any required or proposed Remediation of environmental conditions applicable to the Property; and/or (5) any written notice or other communication from any source whatsoever (including, but not limited to, any Governmental Authority) or oral notice from any Governmental Authority of which Seller becomes aware relating to the “Property and relating in any way to Hazardous Materials”). With Substances or Remediation of Hazardous Materials thereof, possible liability of any person pursuant to any Environmental Law, other environmental conditions in connection with the Property or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section; and (l) upon the discovery by Seller of any underground storage tanks on the Property during Seller's excavation or construction work with regard to the Property, Seller is give Buyer prompt written notice thereof and upon the request of Buyer, in compliance with and maintains compliance its sole but good faith discretion, remove such underground storage tanks from the Property in accordance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationLaws.

Environmental. To the best of Seller’s knowledgeExcept as disclosed in Schedule 6.1.20, without inspection or an obligation to do so, the Property (a) no Obligor or any part of its Subsidiaries is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened proceeding or investigation, which if adversely determined, could reasonably be expected to have a Material Adverse Effect, (b) each Obligor and each of its Subsidiaries has all material Permits, registrations and other authorizations required by the PropertyRequirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, except where the failure to have same could not reasonably be expected to have a Material Adverse Effect, (c) has each Obligor and each of its Subsidiaries currently operates its business and its Real Property Interests in compliance with all applicable Requirements of Environmental Laws, except where the failure to be in compliance could not in the past been used for handlingreasonably be expected to have a Material Adverse Effect, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, (d) no Hazardous Materials are stored or disposed of onby any Obligor or any of its Subsidiaries or otherwise used by any Obligor or any of its Subsidiaries in material violation of any applicable material Requirements of Environmental Laws (including, under without limitation, that there has been no Release of Hazardous Materials by any Obligor or about the Property or transported to or from the Propertyany of its Subsidiaries at, and there is not contained on or in any improvements on or under any Real Property Interests now or previously owned or, to the Propertyknowledge of the Borrower, leased by any flammable explosives, radioactive materials, asbestos, Obligor or any substances defined of its Subsidiaries in violation of any applicable material Requirements of Environmental Laws), (e) to the knowledge of the Borrower (i) all underground storage tanks now or previously located on any Real Property Interests owned or leased by any Obligor or any of its Subsidiaries have been operated, maintained and decommissioned or closed, as applicable, in material compliance with applicable Requirements of Environmental Law; and (ii) no real property or included in the definition of “hazardous substance”groundwater in, “hazardous waste”, “hazardous materials” on or “toxic substances” under any applicable federal Real Property Interest now or state laws previously owned or regulations in effect on the Effective Date leased by any Obligor or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller any of its Subsidiaries is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted during the such Obligor’s or requested as to the quality such Subsidiary’s ownership or occupation of the air, surface or subsurface conditions at the Property such property contaminated by any partyHazardous Material, including public agencies. Furthermoreexcept for any contamination that could not reasonably be expected to give rise to material liability under Requirements of Environmental Laws that could reasonably be expected to have a Material Adverse Effect nor, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s its knowledge, without inspection or an obligation to do so, there is no evidence of any release such property named in any list of hazardous materials onto waste or into contaminated sites maintained under the Property. No warning notice, notice Requirements of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationEnvironmental Law.

Environmental. To (a) The Company and its Subsidiaries are, and since January 1, 2019 have been in compliance with all applicable Environmental Laws, including possessing and complying with all material Company Permits required for their operations under applicable Environmental Laws, except as would not reasonably be expected to result in a material liability to the best Company and its Subsidiaries, taken as a whole; (b) There is no pending or, to the Knowledge of Seller’s knowledgethe Company, without inspection threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (d) Neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (e) There have been no Releases caused by the actions of the Company or its Subsidiaries at, in, on, from, to or underneath any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Company, caused by the actions of any other Person (including predecessors- in-interest) at, in, on, from, to or underneath such real properties, that has caused environmental contamination at such real properties that is reasonably likely to result in an obligation to do soremediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company and its Subsidiaries, taken as a whole, or result in material liability with respect to such environmental contamination pursuant to applicable Environmental Law; (f) Neither the Property Company nor any of its Subsidiaries is subject to any claim or Action relating to an indemnity it has provided relating to Environmental Laws, or a liability it has expressly assumed or undertaken relating to Environmental Laws, including any corrective, investigatory or remedial obligation of any other Person, pursuant to a written agreement for the sale of any real property, Subsidiary or business, in each case that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (g) The Company has provided to Parent complete and correct copies of all Phase I environmental site assessments, Phase II environmental site assessments, and similar investigations relating to actual or any part potential impacts to environmental media as a result of Releases of Hazardous Materials, relating to the facilities that are currently owned or operated by the Company or its Subsidiaries, in each case in the Company’s possession or reasonable control, prepared since January 1, 2019; and (h) To the Knowledge of the PropertyCompany, neither the Company nor any of its Subsidiaries is required by any Environmental Law, as a result of the transactions set forth herein and contemplated hereby, (i) has not in the past been used to perform a site assessment for handlingHazardous Materials, storage, transportation (ii) to remove or disposal of hazardous remediate Hazardous Materials or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported (iii) to give notice to or receive approval from any Governmental Authority pursuant to the PropertyNew Jersey Industrial Site Recovery Act, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date N.J.S.A 13:1K-6 et seq. or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Connecticut Transfer Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the PropertyConn. Gen. Stat. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation§§ 22a-134 – 134e.

Environmental. With the respect to the Property, on and after June 1, 2018, to Xxxxxxxxx’s knowledge: (i) To the best of SellerXxxxxxxx's Xxxxxxxxx’s knowledgeknowledge after due inquiry, without inspection no real or an obligation to do sopersonal property that secures the Obligations, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from including the Property, has ever been used either by previous owners or occupants or by Borrower Mortgagor or any other current occupant to generate, manufacture, refine, transport, treat, store, handle or dispose of any toxic material, hazardous substance or hazardous waste other than Permitted Substances, as defined below, no such material, substance or waste other than Permitted Substances currently exists on the Property and there is not contained on no such material, substance or waste (including Permitted Substances) currently exists in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, ’s soil or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date groundwater. (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”ii) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of SellerXxxxxxxx's Mortgagor’s knowledgeknowledge after due inquiry, without inspection or an obligation to do sono portion of the improvements on any real property that secures the Obligations, there is no evidence of any release of hazardous materials onto or into including the improvements on the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions constructed with asbestos, asbestos-containing materials or urea formaldehyde insulation, and no portion of the improvements on the Property has been constructed with any other chemical or substance, other than Permitted Substances, which has been determined to be a hazard to health or the environment. (iii) To the best of Borrower's Mortgagor’s knowledge after due inquiry, there are in violation of environmental lawsno electrical transformers or other equipment which that have dielectric fluid- containing polychlorinated biphenyls (PCB's) located inon or, regulations, ordinances or rules. Notwithstanding the foregoing on to the contrarybest of Mortgagor’s knowledge in or under any real property that secures the Obligations, including the Property (the materials, substances and wastes, excluding Permitted Substances, described in Subsections (i), (ii) and (iii) are collectively referred to as “Hazardous Substances”). (iv) To the best of Xxxxxxxx’s Xxxxxxxxx’s knowledge after due inquiry, no real property that secures the Obligations, including the Property, has ever contained any underground storage tanks. (v) No Obligor has received or has any knowledge of any summons, citation, directive, letter or other communication, written or oral, from any federal, state or local governmental authority concerning [1] the existence of Hazardous Substances on or in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation immediate vicinity of any such matterreal or personal property that secures the Obligations, Purchaser including the Property, or [2] any intentional or unintentional action or omission on the part of BorrowerMortgagor, any Obligor or any occupant of the Property resulting in the disposal, releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances onto any real property that secures the Obligations, including the Property, or into waters or other lands. The parties acknowledge and agree that Xxxxxxxxx acquired the Property on June 1, 2018 and any and all representations and warranties with respect to this Section 8(c) relate only to the status of the Property as of the date of acquisition, and all conditions noted in that certain Supplemental Inspection dated August 27, 2018, attached hereto as Exhibit D, shall be deemed pre-existing conditions that existed prior to Mortgagor’s ownership. Any terms used in this Subsection or in any other provisions of this Mortgage that deal with environmental matters which are defined in federal, state or local statutes or regulations shall have the option meanings ascribed to (a) terminate such terms in such statutes and regulations. Additionally, as used in this Agreement Mortgage, “Permitted Substances” means toxic materials, hazardous substances and receive a return hazardous wastes that are used, sold, handled, stored, transported and disposed of its Xxxxxxx Money; orin compliance with all applicable laws and are either typically and lawfully used or sold by Borrower Mortgagor or the Tenants and others in their industries and are necessary or desirable for Borrower's Mortgagor's or the Tenants' ongoing operations and sales or currently are typically and lawfully used in the maintenance or management of, (b) close on or construction of improvements to, properties such as the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationProperty.

Environmental. To (a) Except as otherwise disclosed on Schedule 2.35 attached hereto, (i) none of the best of Seller’s knowledge, without inspection or an obligation to do soOperating Partnership, the Property (Company, any of the Subsidiaries nor, to the knowledge of the Operating Partnership and the Company, any other owners of the property at any time or any part of the Property) other party has not in the past been used for handlingat any time, storagehandled, transportation or disposal of hazardous or toxic materials; and Seller has not usedstored, generatedtreated, transported, manufactured, stored spilled, leaked, or discharged, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, under or about the Property or transported in, under, to or from any real property leased, owned or controlled, including any real property underlying any loan held or to be held by the Company or the Subsidiaries (collectively, the "Real Property"), other than by any such action taken in compliance with all applicable Environmental Statutes (hereinafter defined) or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (ii) the Operating Partnership and there the Company do not intend to use the Real Property or any subsequently acquired properties for the purpose of using, handling, storing, treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (iii) none of the Operating Partnership, the Company, nor any of the Subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters on or adjacent to the Real Property or any other real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; (iv) none of the Operating Partnership, the Company, nor any of the Subsidiaries has received any notice of, or has any knowledge of any occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under or pursuant to any federal, state or local environmental statute, regulation or rule or under common law, pertaining to Hazardous Materials on or originating from any of the Real Property or any assets described in the Exchange Act Reports or any other real property owned or occupied by any such party or arising out of the conduct of any such party, including without limitation a claim under or pursuant to any Environmental Statute; (v) the Real Property is not contained included or, to the Company's and the Operating Partnership's knowledge, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the "EPA") or, to the Operating Partnership's and the Company's knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Statute or issued by any other Governmental Authority (as hereinafter defined); (vi) in the operation of the Company's and the Operating Partnership's businesses, the Company acquires, before acquisition of any improvements on real property, an environmental assessment of the real property and, to the extent they become aware of any condition that could reasonably be expected to result in liability associated with the presence or under release of a Hazardous Material, or any violation or potential violation of any Environmental Statute, the PropertyCompany and the Operating Partnership take all commercially reasonable action necessary or advisable (including any capital improvements) for clean up, closure or other compliance with such Environmental Statute; (b) As used herein, "Hazardous Material" includes, without limitation any flammable explosives, radioactive materials, asbestoshazardous materials, hazardous wastes, toxic substances, or related materials, asbestos or any substances hazardous material as defined as by any federal, state or included in the definition of “hazardous substance”local environmental law, “hazardous waste”regulation or rule including, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectivelywithout limitation, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation Compensation, and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal as amended, 42 U.S.C. Sections 9601-9675 ("CERCLA"), the Hazardous Materials Transportation Act, Florida Statutes Chapter 376as amended, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.49 U.S.

Environmental. To (a) In the best of Seller’s knowledgeevent that Purchaser determines in its sole and absolute discretion, without inspection prior to Closing, that there are conditions on, at or an obligation relating to do so, the Property (which are in non-compliance with Environmental Requirements or any part of the Property) has not in the past been used for handlingpossibility that Hazardous Materials may exist on, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of onat, under or about may be migrating from the Property that may require investigation or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” remediation under any applicable federal or state laws laws, that have not otherwise been disclosed in Environmental Documents, then, notwithstanding anything to the contrary contained herein, Purchaser may terminate this Agreement on or regulations in effect on the Effective Date or before the Closing Date (collectivelyupon written notice to Seller, in which event, the “Hazardous Materials”). With regard Exxxxxx Money shall be immediately returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980contrary which might be provided by Seller, and Solid Waste Disposal Actthereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations; provided, Florida Statutes Chapter 376however, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as that Purchaser shall not be entitled to terminate this Agreement with respect to the quality of the airenvironmental matters listed on Schedule “C” attached hereto, surface or subsurface conditions at except as may be otherwise provided in Section 9.21(b) below. (b) Seller represents to Purchaser that the Property is not an Industrial Establishment as defined by any party, including public agenciesISRA. Furthermore, no written, oral or other type of notice has been received indicating If during the Approval Period Purchaser determines in its sole and absolute discretion that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing is subject to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matterISRA, Purchaser shall have the option to (ai) terminate this Agreement and receive a Agreement, upon written notice to Seller, whereupon the Escrow Agent shall return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms Exxxxxx Money to Purchaser, without the consent or joinder of Seller being required and conditions notwithstanding any contrary instructions which might be provided by Seller, or (ii) instruct Seller to comply with ISRA; provided, however, that in the event the cost of Seller’s compliance with ISRA would exceed the sum of One Million and no/100 Dollars ($1,000,000.00), as detemined by an environmental consultant reasonably acceptable to Seller and Purchaser, then Seller shall be entitled to terminate this Agreement upon written notice delivered by Seller to Purchaser prior to the Closing Date, whereupon (i) the Exxxxxx Money shall be immediately returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which might be provided by Seller, (ii) Seller shall immediately reimburse Purchaser for all third party out of pocket expenses incurred by Purchaser in connection with this Agreement, and (iii) thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. In the event that Purchaser instructs Seller to comply with ISRA as set forth above, Seller agrees to fully comply with ISRA at its sole cost and expense, which shall include without limitation, making all required submittals to the New Jersey Department of Environmental Protection (“NJDEP”) and performing all investigation and remediation required under ISRA and shall make best efforts to obtain and deliver to Purchaser prior to Closing an Entire Site Response Action Outcome (“RXX”) signifying Seller’s completion of all requirements of ISRA concerning the Property (“Seller’s ISRA Obligations”). In the event that it is not commercially reasonable for Seller to obtain a RXX for the Property prior to Closing, Seller shall (i) enter into a reasonable access agreement with Purchaser for the sole purpose of completing Seller’s ISRA Obligations, (ii) submit a Remediation Certification to the NJDEP, which shall include the establishment of a remediation funding source as required by ISRA, and (iii) diligently pursue completion of Seller’s ISRA Obligations after Closing in a manner that does not interfere with operations of Purchaser or any tenant at the Property. Seller shall provide to Purchaser copies of all documents submitted to the NJDEP in connection with Seller’s ISRA Obligations within five (5) days after such submittal. (c) After Closing, Seller shall be responsible and shall release, indemnify, defend and hold harmless Purchaser for any and all liabilities, responsibilities, claims, suits, damages, costs, liens, fines, penalties, including attorneys’ and consultants’ fees, arising from (i) any environmental condition existing on, at, under or migrating from the Property prior to Closing (“Pre-Existing Environmental Condition”), (ii) any violation of Environmental Requirements related to a Pre-Existing Environmental Condition, and (iii) Seller’s ISRA Obligations. The indemnity provided in this Section 9.21(c) shall survive Closing. (d) After Closing, Purchaser shall assume responsibility for the RAP Obligations and shall be identified as the “person with primary responsibility for permit compliance” on the RAP. Seller and Purchaser shall cooperate to prepare and submit any and all costs and expenses associated with any such remediationdocumentation required to transfer the RAP Obligations to Purchaser.

Environmental. To Except as set forth in the best Disclosure Schedule: (a) The Company and the Real Property Affiliates are in compliance with, and the Company's use of Seller’s the Real Property and all improvements thereon are in compliance with, all Environmental Laws, except for any noncompliance which has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) There are no pending or to the Stockholder's knowledge, without inspection threatened actions, suits, claims, legal proceedings or an obligation to do soother proceedings ("ENVIRONMENTAL CLAIMS") based on, and neither the Company or the Real Property Affiliates nor the Stockholder has directly or indirectly received any notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any Governmental Authority or any other person or entity or knows any fact(s) which the Stockholder reasonably believes form(s) the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, Release or threatened Release at or from any part of the PropertyReal Property related to the operations of the Company or the Real Property Affiliates; (ii) has not in the past been used for handling, storage, transportation off-site disposal or disposal treatment of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to Hazardous Materials originating on or from the PropertyReal Property with respect to the business or Assets of the Company or the Real Property Affiliates; (iii) any facility operations, procedures or designs of the Company or the Real Property Affiliates which do not conform to requirements of the Environmental Laws; or (iv) any violation of Environmental Laws at any part of the Real Property or arising from the activities of the Company of the Real Property Affiliates (or to the Stockholder's knowledge, the activities of the Company's predecessors in title) involving Hazardous Materials; and with respect to each of the foregoing (i)-(iv) except for any such Environmental Claims which would not reasonably be expected to have a Material Adverse Effect. (c) The Company or a Real Property Affiliate, as the case may be, has been duly issued, and there is not contained on or in any improvements on or under currently has and will maintain through the PropertyClosing Date, any flammable explosivesall permits, radioactive materialslicenses, asbestos, or any substances defined as or included in certificates and approvals required to be obtained by the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” Company under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”)Environmental Laws. With regard to the Property, Seller The Company is in material compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement all permits, licenses and certificates required to assume be obtained by the Company under any Environmental Laws. A true and complete list of such permits, licenses, certificates and approvals, all costs of which are valid and expenses associated in full force and effect, is set out in the Disclosure Schedule. (d) The Company has furnished to the Buyer accurate and complete copies of any environmental reports, assessments or other records, if any, relating to the environmental condition of the Real Property of which the Company, the Real Property Affiliates or the Stockholder is in possession. (e) The Company will promptly furnish to the Buyer written notice of any Release or of any actions or notices described in SECTION 4.22(B) that are received prior to Closing. (f) None of the Stockholder, the Company, or the Real Property Affiliates (i) is a party to or has agreed to any consent decree or order under any Environmental Laws relating to the Assets or the Generating Facilities, nor (ii) to the Stockholder's knowledge, is subject to any outstanding investigation, judgment, decree or order relating to compliance with any such remediationEnvironmental Laws or to the investigation or cleanup of Hazardous Materials under any Environmental Laws.

Environmental. To Except as set forth on Schedule 2.9, and except as would not reasonably be expected to result in any Seller or the best Real Property incurring material liability under any applicable Environmental Law (as defined below), (a) each Seller is and has been in compliance in all material respects during the last five (5) years from the date hereof with all Environmental Laws applicable to the Business, the Purchased Assets, and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all permits, licenses or other authorizations required by Environmental Law for the operation of the Business or use of the Real Property, (b) no claims are pending or, to Seller’s knowledgeKnowledge, without inspection or an obligation to do sothreatened against any Seller, the Business, the Purchased Assets or the Real Property alleging a violation of, or liability under, Environmental Laws, (c) to Seller’s Knowledge, there are no conditions resulting from the operations of the Business or existing at or resulting from the Purchased Assets or any part 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) has there is no pending 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 past 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 other communication from any Governmental Entity or third party alleging a violation of or liability under any Environmental Law, and (h) each Seller has made available, or 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 used for handlingobtained in the last five (5) years. For purposes of this Agreement, the following terms have the following meanings: (i) “Environmental Law” shall mean any 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, transportation disposal, transport or disposal handling of hazardous Hazardous Materials; or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported (c) related to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date pollution or the Closing Date protection of the Environment or human or worker health and safety (collectivelywith respect to management of or exposure to hazardous substances). Such Environmental Laws include, without limitation, the “Hazardous Materials”). With regard to following federal laws: the Property, Seller is in compliance with Resource Conservation and maintains compliance with all the provisions of the Federal Water Pollution Control Recovery Act, the Comprehensive Environmental Response, Compensation Compensation, and Liability (“Superfund”) Act 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 management of 1980or exposure to hazardous substances, and Solid Waste Disposal the Toxic Substances Control Act.; (ii) “Hazardous Materials” shall mean (A) all chemicals, Florida Statutes Chapter 376materials, substances or wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant,” or words of similar meaning, defined, listed, classified, regulated or prohibited under any Environmental Law, (B) all petrochemical or petroleum products or oil, and (C) any other similar federalchemical, state material, substance, emission or media exposure to which may be harmful to human health or is prohibited, limited or regulated by any Environmental Law; and local statutory schemes imposing liability on owners of the Property. No inspection(iii) “Environment” shall mean surface waters, audit or other Investigation has been conducted or requested as to the quality of the ground waters, surface water sediment, soil, subsurface strata, buildings, indoor air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or ambient air and other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationmedium.

Environmental. To the best of Seller’s knowledgeBorrower covenants and represents to Lender that, without inspection or an obligation to do so, the Property (or any part of the Property) has not except as may be actually disclosed in the past been used for handlingEnvironmental Report, storage(i) no Hazardous Substances are now, transportation or disposal of hazardous or toxic materials; and Seller has not have ever been, located, produced, used, generatedstored, manufacturedtreated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Premises in a manner that may give rise to any actual or potential liability to pay response costs or other damages, losses or expenses or otherwise violate any Environmental Laws; (ii) no Hazardous Substances are currently located, stored or disposed of onused at the Premises, under except with respect to such Hazardous Substances which are (A) customarily located, stored or about used in shopping centers similar to the Property Premises, or transported (B) unique and necessary to a tenant's business located in the Premises, provided that such Hazardous Substances described in clause (ii)(A) or (ii)(B) are at all times stored, located and used in compliance with all Environmental Laws; (iii) no Hazardous Substances have been discharged, released or emitted, upon or from the PropertyPremises into the environment, and there no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Premises into the environment, which discharge, release or emission, in either case, would subject the owner of the Premises to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) the Premises have not ever been used as or for a mine, a landfill, a dump or other disposal facility, or a gasoline service station; (v) no underground storage tank is not contained now located on or in any improvements on or under the PropertyPremises or, any flammable explosivesif previously located therein, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is each such tank has been removed therefrom in compliance with all applicable Environmental Laws and maintains compliance with all the provisions any clean-up of the Federal Water Pollution Control Actsurrounding soil in connection therewith has been completed; (vi) no asbestos, Comprehensive Environmental ResponseACM, Compensation and Liability (“Superfund”) Act of 1980materials containing urea-formaldehyde, and Solid Waste Disposal Actor transformers, Florida Statutes Chapter 376capacitors, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit ballasts or other Investigation has been conducted or requested as to equipment that contain PCBs are located about the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.Premises;

Environmental. To Buyer may at its expense conduct environmental reviews of the best Owned Real Property and, subject to any prior approval of the owner or lessor required under the Real Property Leases, the Leased Real Property, including environmental sampling, within forty- five (45) days of the date of this Agreement; provided, however, that no intrusive sampling shall be performed without Seller’s knowledgeprior written approval (which shall not be unreasonably withheld). If any such environmental review discloses a material violation of, without inspection or material condition requiring remediation under applicable Environmental Laws at any of the Real Property (an “Environmental Condition”) and such Environmental Conditions, in the aggregate, have an estimated remediation cost less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then Seller shall remediate such conditions in all material respects, as promptly as is commercially reasonable and in accordance with applicable Environmental Laws, and if required to be reported, in a manner satisfactory to the applicable Governmental Authority, provided that the completion of such remediation shall not be a condition to Buyer’s obligation to do soclose hereunder. If such Environmental Conditions, in the aggregate, have an estimated remediation cost of Seven Hundred Fifty Thousand Dollars ($750,000.00) or more, then within ten (10) Business Days after delivery to Seller of such environmental assessment, Seller shall notify Buyer of its election to either (a) remediate such conditions in all material respects prior to Closing or (b) not remediate such conditions, in which event Buyer may terminate this Agreement on written notice to Seller. For the avoidance of any doubt, the Property (or any part pre-Closing discovery of the Property) has not such an Environmental Condition shall be deemed an exception to Seller’s representations and warranties in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the PropertySection 3.20, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard Buyer shall have no claim against Seller pursuant to the Property, Seller is in compliance indemnification provisions or otherwise for such an Environmental Condition except with and maintains compliance with all the provisions respect to a breach of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rulesthis Section 5.13. Notwithstanding the foregoing foregoing, Seller shall have no obligation to the contrary, in the event that Purchaser’s environmental audit reveals correct or remediate any environmental concerns Environmental Condition if such correction or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matterthe Environmental Condition is a landlord’s, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the lessor’s or other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationthird party’s primary responsibility.

Environmental. (a) Except as set forth on Schedule 5.19, there are no underground tanks and related pipes, pumps or other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) To the best Knowledge of Sellerthe Sellers, there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property. No Acquired Company sells, manufactures or distributes and has not sold, manufactured or distributed any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) Each Acquired Company is presently and for the past five (5) years has been, in compliance with all Environmental Laws applicable to the Real Property, formerly owned, leased or operated locations of the business, or to such Acquired Company’s knowledgebusiness operations, without inspection or an obligation to do soand there exist no Environmental Conditions that require reporting, the Property (investigation, assessment, cleanup, remediation or any part other type of response action pursuant to any Environmental Law or that could be the Propertybasis for any material liability of any kind pursuant to any Environmental Law. (d) No Acquired Company has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored refined, transported, treated, stored, handled, disposed, transferred, produced or disposed of on, under processed any Hazardous Materials at or about upon the Real Property or transported to any properly formerly owned, leased or from the Propertyoperated by any Acquired Company, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is except in compliance with and maintains compliance with all applicable Environmental Laws; there has been no Release or Threat of Release of any Hazardous Material at or in the provisions vicinity of the Federal Water Pollution Control ActReal Property that requires or may require reporting, Comprehensive Environmental Responseinvestigation, Compensation and Liability (“Superfund”) Act of 1980assessment, and Solid Waste Disposal Actcleanup, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit remediation or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice response action pursuant to any Environmental Law or any contractual obligation; and there has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit no Release or other investigation Threat of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence Release of any release Hazardous Material at or in the vicinity of hazardous materials onto property formerly owned, leased or operated by any Acquired Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by any Acquired Company pursuant to any Environmental Law or any contractual obligation. (e) No Acquired Company has (i) entered into or been subject to any consent decree, compliance order or administrative order relating to obligations under Environmental Law or 39 4893-2596-7688v2 EMAIL\25717007 Environmental Conditions; (ii) received notice under the Property. No warning citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, notice of violationdemand letter, administrative complaint, judicial inquiry or complaint or other formal claim with respect to any Environmental Condition, any obligation or informal notice liability under any Environmental Law or any exposure of any person to any Hazardous Material; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for any Acquired Company’s activities and operations at the Real Property and for any Acquired Company’s business operations; (ii) any applications for renewal of such Permits have been submitted on a timely basis; (iii) such Permits can be transferred without changes to their terms or conditions; and (iv) each Acquired Company is and for the past five (5) years has been issued by a public agency alleging that conditions on in compliance with the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement such Permits. (g) No Acquired Company has assumed, undertaken, agreed to indemnify or otherwise become subject to any liability of any other Person relating to or arising from any Environmental Law or any Release of any Hazardous Material. (h) To the Knowledge of the Sellers, each Acquired Company, the Real Property and the business will not require a material capital expenditure or annual operating expense increase during the two (2) years following the Closing Date to assume all costs and expenses associated achieve compliance with any such remediationEnvironmental Law. (i) The distribution, sale, and use of each Acquired Company’s products and the provision of its services does not subject any Acquired Company to liability under any Environmental Laws. (j) Each Acquired Company has delivered, or caused to be delivered, to the Buyer copies of all (if any) documents, records and information in its possession or control concerning Environmental Conditions or obligation or liability of any Acquired Company under any Environmental Law or exposure of any person to any Hazardous Material in connection with any Acquired Company or its products or services, including previously conducted environmental site assessments, compliance audits, asbestos surveys, sampling or testing results and documents regarding any Release or disposal of Hazardous Materials at, upon or from the Real Property or any property formerly owned, leased or operated by any Acquired Company, spill control plans and environmental agency reports and correspondence.

Environmental. To Except as set forth on the best Disclosure Schedule, Section 5.13 and in the Environmental Reports described thereon, and except as would not have a Material Adverse Effect: (i) Sellers are in compliance with, and have complied in all respects with, and there are not, and have been no, violations of, any Environmental Laws related to the Business or the Transferred Assets; (ii) Sellers possess all environmental permits, certificates, consents or other settlement agreements, licenses, approvals, registrations and authorizations required for the operation of Seller’s knowledgethe Business and the Transferred Assets under all Environmental Laws ("Environmental Permits"); (iii) to the Knowledge of Sellers, without inspection there are no Environmental Conditions on or an obligation affecting the Transferred Assets; (iv) Sellers have filed all material notices required under all Environmental Laws and Environmental Permits; (v) Sellers have made available to do soBuyers true and complete copies of all Environmental Reports; (vi) to the Knowledge of Sellers, the Real Property is not listed under any Environmental Law as a site requiring remediation of Hazardous Material, or the subject of any enforcement action or investigation, or citizen's suit, under any Environmental Law ("Identified Site"); (vii) Sellers have not transported or arranged for transportation of (directly or indirectly) to any part Identified Site any Hazardous Materials generated or created by the use, ownership or operation of the PropertyTransferred Assets or by the operation of the Business; (viii) has to Sellers' Knowledge, there is not now, nor at any time in the past been used for handlinghas there been, storageat, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under of the PropertyTransferred Assets, any flammable explosives(A) treatment, radioactive materialsrecycling, asbestosstorage or disposal or any Hazardous Materials, or any substances defined as (B) surface impoundment, landfill lagoon or included in other containment facility for the definition temporary or permanent storage, treatment, or disposal of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in either case except in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, Laws. (b) close To Sellers' Knowledge, there are no underground storage tanks currently or formerly located on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationReal Property.

Environmental. To (a) Except as disclosed on Schedule 3.19(a), each Acquired Company is and has been for the best past five (5) years, in compliance in all material respects with all Environmental Laws and has not, and no Acquired Company has, received from any Person or been subject to any (i) Environmental Notice or Environmental Claim or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of Seller’s knowledge, without inspection ongoing obligations or an obligation to do so, the Property (or any part requirements as of the Propertydate hereof. (b) Each Acquired Company has not in obtained and is and has been for the past been used five (5) years in compliance in all material respects with all Environmental Permits necessary for handlingthe ownership, storagelease, transportation operation or disposal use of hazardous the Business or toxic materials; and Seller has not used, generated, manufactured, stored or disposed assets of on, under or about the Property or transported to or from the Propertysuch Acquired Company, and there is not contained on or all such Environmental Permits are in any improvements on or under full force and effect as of the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included date hereof and will be maintained in full force and effect by such Acquired Company through the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance accordance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the PropertyLaw. To the best of SellerParent’s knowledge, without inspection or an obligation to do soKnowledge, there is no evidence condition, event or circumstance that might prevent or impede, after the applicable Closing Date, the ownership, lease, operation or use of any release the Business or assets of hazardous materials onto such Acquired Company as currently carried out under Environmental Law. With respect to all Environmental Permits required for operation of the Business as currently conducted, such Acquired Company has or into will undertake prior to the Propertyapplicable Closing Date, all commercially reasonable measures necessary to ensure that such Environmental Permits continue in effect, and to Parent’s Knowledge, there is no condition, event or circumstance that might prevent or impede the continued effectiveness of such Environmental Permits prior to applicable Closing. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice Acquired Company has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, received any Environmental Notice regarding any adverse change in the event that Purchaser’s environmental audit reveals any environmental concerns status or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement such Acquired Company’s Environmental Permits that remains pending or unresolved. (c) Except as disclosed on Schedule 3.19(c), (i) there has been no Release nor threat of Release of Hazardous Materials with respect to the Business or assets of any Acquired Company or any Leased Real Property or any real property formerly owned, leased or operated by an Acquired Company, and to assume all costs and expenses associated (ii) no Acquired Company has received an Environmental Notice that any Leased Real Property or formerly owned, operated, or leased real property has been contaminated with any Hazardous Material which, in each case of (c)(i) or (c)(2), would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or a term of any Environmental Permit by, such remediationAcquired Company. (d) No Acquired Company has arranged for the treatment, storage, or disposal of Hazardous Materials at a third-party location or site, except as such would not reasonably be expected to result in any Environmental Claims that would, individually or in the aggregate, be material to any Acquired Company. (e) No Acquired Company is a party to any Contract pursuant to which it is obligated to indemnify any other Person with respect to, or be responsible for any Liability of another Person pursuant to or arising under, Environmental Law. (f) The Parent or Acquired Companies have delivered or caused to be delivered or made available to Buyer copies of all material documents, records and information in the possession or reasonable control of the Parent or any Acquired Company concerning any noncompliance with or actual or potential Liability under Environmental Law on the part of any Acquired Company, including previously conducted environmental site assessments and documents regarding any Release of Hazardous Materials at, upon, from or to any Leased Real Property or any property formerly owned, leased or operated by an Acquired Company.

Environmental. To This Section 3.15 is the best of exclusive provision in this Agreement containing representations and warranties applicable to Environmental Matters. Except as set forth in Schedule 3.15: (a) There are no Environmental Claims pending or, to Seller’s 's knowledge, threatened with respect to the ownership, use, condition or operation of the Business or the Purchased Assets. There are no existing Material violations of (i) any Environmental Law, or (ii) any Order related to Environmental Matters, with respect to the ownership, use, condition or operation of the Business or the Purchased Assets that remain outstanding or unresolved. To Seller's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents with respect to the ownership, use, condition or operation of the Business or the Purchased Assets, including, without inspection limitation, any Environmental Matter, that could reasonably be likely to form the basis of (i) any Environmental Claim or an obligation to do soOrder against Seller, the Property or (ii) any Litigation against any Person whose Liability (or any part portion thereof) for Environmental Matters or violation of Environmental Laws Seller has retained or assumed, contractually or by operation of law. Neither Seller nor, to Seller's knowledge, any other Person has used any of the Property) has not in Fxxxxxxx Real Property for the past been used for handling, treatment, storage, transportation or disposal of hazardous any Hazardous Substances in violation of any applicable Environmental Law. (b) No release, discharge, spillage or toxic materials; disposal of any Hazardous Substances is occurring or, to Seller's knowledge, has occurred at or from the Fxxxxxxx Real Property or any part thereof in violation of applicable Environmental Law. (c) All waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by Seller at the Fxxxxxxx Real Property has been released or disposed of in Material compliance with all applicable reporting requirements under any Environmental Laws and Seller is not aware of any Environmental Claim against Seller that remains outstanding or unresolved with respect to any such release or disposal. (d) All underground tanks and other underground storage facilities presently or previously located at the Fxxxxxxx Real Property are listed, together with the capacity and contents of each such tank or facility, in Schedule 3.15. To Seller's knowledge, none of such underground tanks or facilities is leaking or has ever leaked and all such tanks comply in all Material respects with all applicable Environmental Laws. (e) Seller has complied, in all Material respects, with all applicable reporting requirements under all applicable Environmental Laws concerning the disposal or release of Hazardous Substances, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and Seller has not usedmade any such reports concerning the Fxxxxxxx Real Property that remain outstanding or unresolved. (f) To Seller's knowledge, generatedno building or other improvement on the Fxxxxxxx Real Property contains any friable asbestos-containing materials or lead-based paint. (g) Without limiting the generality of any of the foregoing, manufactured(i) all on-site and off-site locations where Seller has stored, disposed or arranged for the disposal of Hazardous Substances, since December 2002, in connection with the ownership, use or operation of the Fxxxxxxx Real Property are identified in Schedule 3.15 and (ii) to Seller's knowledge, no polychlorinated biphenyls (PCBs) in amounts or concentrations regulated under applicable Environmental Law are used or stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on the Fxxxxxxx Real Property. (h) Seller has provided to Buyer copies of all Material environmental audits, reports, assessments, investigations, sampling and analyses within its possession or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard custody with respect to the Fxxxxxxx Real Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.

Environmental. To No harmful substances (Schadstoffe) have been let (einlassen), have seeped (einsickern), have been stored (einlagern) or otherwise have been put (einbringen) into the best ground (Erdreich), water (Grundwasser und Oberflachenwasser) and air (Luft) xx any of Seller’s knowledgethe property, without inspection owned, leased or an obligation used by the Companies and no such substances have been on such property in violation of any applicable laws. All harmful substances have been dealt with (umgehen), stored (lagern) and disposed of (entsorgen) in 29 compliance with all Environmental Laws and Environmental Permits applicable from time to do sotime when any 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 in effect now or at the time of such disposal, 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 real estate property, owned, leased or used by the Companies which results from any environmental matters, including, the Property (or any part of the Property) has not in the past been used for handlinguse, discharge, disposal, storage, transportation accumulation, transport, leakage, spillage or disposal other actions by the Companies with respect to any harmful or toxic substances, hazardous waste or other pollutants, contaminants or nuisances. No claim has been made with respect to the operation of facilities of the Companies resulting from any harmful substance, hazardous waste or from any asbestos or similar materials used in the construction thereof and there is no valid basis for any such claim. For purposes of this Article: (a) the term "ENVIRONMENTAL LAW(S)" means any law, statute, regulation, ordinance, rule, order, decree, judgement, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any government of any country in which the properties owned, leased or used by the Companies are located, or any state or political subdivision thereof and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in such country, which relates to or otherwise imposes liability or standard of conduct concerning discharges, emissions, releases or threatened releases of noises, odours or any pollutants, contaminants or hazardous or toxic wastes, substances or materials, whether as matter of energy, into ambient air, water, or land, or otherwise relating to manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of pollutants, contaminants, or hazardous or toxic wastes, substances or materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediation.and

Environmental. To Landlord represents and warrants that it and, during Landlord's ownership, its tenants, have, prior to the best of Seller’s knowledgeCommencement Date, complied strictly and in all respects with the applicable laws, statutes, ordinances, permits, orders, decrees, guidelines, rules, regulations and orders pertaining to health or the environment ("Applicable Environmental Laws"), including, without inspection or an obligation to do solimitation, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 19801980 ("CERCLA") and the Resource Conservation and Recovery Act ("RCRA"), as each of the foregoing may be amended from time to time. Tenant, and Solid Waste Disposal Actits agents, Florida Statutes Chapter 376contractors, employees and invitees, shall comply strictly and in all respects with the Applicable Environmental Laws, including without limitation CERCLA and RCRA, as each of the foregoing may be amended from time to time. Each party does hereby, for itself and its heirs, legal representatives, successors and assigns agree to and hereby does indemnify, defend and hold harmless the other party, and other similar federalits heirs, state legal representatives, successors and local statutory schemes imposing liability on owners assigns, from any and all liabilities, assessments, suits, damages, costs and expenses, attorneys' fees and judgments related to or arising out of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate the breach of any of the agreements of the indemnifying party under this Agreement and receive a return of its Xxxxxxx Money; orsection, (b) close on the property subject to all handling, installation, storage, use, generation, treatment or disposal by the indemnifying party of Hazardous Materials (as hereinafter defined), including any cleanup, remedial, removal or restoration work required by the Applicable Environmental Laws which is necessitated by indemnifying party's violation of the other terms and conditions provisions of this Agreement Section or (c) the assertion of any lien or claim upon the Premises pursuant to the Applicable Environmental Laws which is instituted due to any action of the indemnifying party; provided however, as between Landlord and to assume all costs and expenses associated Tenant, in connection with any such remediationindemnification arising out of any event occurring after the Commencement Date, unless the event can be shown to be the action or omission of the Landlord, the Tenant shall indemnify the Landlord in connection therewith. The covenants and agreements of Tenant under this section shall survive the expiration or termination of this Lease. As used in this Lease, the term "Hazardous Materials" means any flammables, explosives, radioactive materials, asbestos-containing materials, petroleum products, the group of organic compounds known as polychlorinated byphenyls and other hazardous waste, toxic substances or related materials, including without limitation, substances defined as hazardous substances, hazardous materials, toxic substances or solid waste in CERCLA, the Hazardous Materials Transportation Act and RCRA, as each of the foregoing may be amended from time to time.

Environmental. To Seller has not, in connection with its business or assets, generated, used, transported, treated, stored, released or disposed of, or to its knowledge, suffered or knowingly permitted anyone else to generate, use transport, treat, store, release or dispose of any Hazardous Substance (as defined below) on the best Owned Real Property or the Leased Premises in violation of any applicable environmental law; (b) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance on the Owned Real Property or the Leased Premises which has created or might reasonably be expected to create any material liability under any applicable environmental law or which would require reporting to or notification of any governmental entity; (c) to the knowledge of Seller, no asbestos or polychlorinated biphenyl or underground storage tank is contained in or located on the Owned Real Property or the Leased Premises; and (d) any Hazardous Substance handled or dealt with in any way on the Owned Real Property or the Leased Premises has been and is being handled or dealt with in all material respects in compliance with all applicable environmental laws. Seller and the Stations are in compliance in all material respects with all environmental, health and safety laws applicable to the Owned Real Property, the Leased Premises and the Station Assets. There is no action, suit or proceeding pending or, to Seller’s knowledge, without inspection threatened against Seller or an obligation the Stations that asserts that Seller or the Stations have violated any environmental, health or safety laws applicable to do so, the Property (or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Owned Real Property, and there is not contained on Leased Premises or in any improvements on Station Assets. “Hazardous Substance” means substances that are defined or under the Propertylisted in, or otherwise classified pursuant to, any flammable explosives, radioactive materials, asbestos, or any substances defined applicable laws as or included in the definition of “hazardous substance”, “hazardous waste”, substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” under or any other formulation of any applicable federal environmental law intended to define, list or state laws classify substances by reason of deleterious properties such as ignitibility, corrosiveness, reactivity, radioactivity, carcinogenicity, reproductive toxicity and petroleum and drilling fluids, produced waters and other wastes associated with the exploration, development, or regulations production of crude oil, natural gas or geothermal energy. Seller has delivered to Buyer true and complete copies of all environmental reports and assessments in effect on its possession that are applicable to the Effective Date Real Property or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationStations.

Environmental. To the best of Seller’s knowledge, without inspection or an obligation to do so(a) The Purchased Business, the Leased Property and the Premises have been and are in material compliance with all Environmental Laws. (b) Neither the Vendor nor the Company has used or any part of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not permitted to be used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is except in compliance with and maintains compliance with all Environmental Laws, the provisions Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soVendor, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Leased Property or the Premises and the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material. (d) Neither the Vendor nor the Company is no evidence of responsible for any release of hazardous materials onto Cleanup or into any other remedy or liability under any Environmental Laws in connection with the Leased Property, the Premises, the Purchased Business or its assets. No warning notice, notice of violation, administrative complaint, judicial complaint or other Neither the Vendor nor the Company has ever received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances Vendor or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals Company settled any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation allegations of any such matternon-compliance prior to prosecution. There are no written notices, Purchaser shall have orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the option Vendor or the Company that it is or may be responsible for, any work, repairs, construction or material capital expenditures to (a) terminate this Agreement be made under Environmental Laws with respect to the Purchased Business, its assets, the Leased Property, or the Premises. Neither the Vendor nor the Company has ever received a written claim or notice and receive a return otherwise has no knowledge of its Xxxxxxx Money; orpotential liability or actual liability, (b) close on the property subject relating to all any Cleanup at any off-site location arising out of the Vendor's, the Company's or any other terms and conditions person's activities or operations at the Leased Property or the Premises. (e) Neither the Vendor nor the Company has caused or permitted, nor has there been to the knowledge of this Agreement and to assume all costs and expenses associated the Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the Leased Property or the Premises or the Purchased Business or any such remediationRelease on or from a facility which was previously owned or leased, or any such Release, to the Vendor's knowledge, on or from a facility owned or operated by any third party but with respect to which the Vendor or the Company in connection with the Purchased Business is or may reasonably be alleged to have liability. (f) All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor or the Company in connection with the Purchased Business or resulting from the operation of the Purchased Business have been disposed of, treated and stored by the Vendor and the Company in compliance with all Environmental Laws. (g) The Vendor has made available to the Purchaser all documents in the Vendor's or the Company's possession or under its control relating to compliance by the Vendor or the Company with or claims against the Vendor or the Company under Environmental Laws or to any other environmental or occupational health and safety matter in connection with the Leased Property, the Premises or the Purchased Business.

Environmental. To (A) The Mortgagor represents and warrants that: (i) Mortgagor has obtained all Permits which are necessary with respect to the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part ownership and lawful operation of the Property) has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Mortgaged Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any and all applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectivelyEnvironmental Laws, the “Hazardous Materials”). With regard except to the Property, Seller extent that the failure to maintain any such Permit would not have a Material Adverse Effect; (ii) Mortgagor is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement Environmental Laws, except to the extent that the failure to comply would not have a Material Adverse Effect; (iii) To Mortgagor’s knowledge, there are no Hazardous Materials located on, above or below the surface of the Mortgaged Property or contained in the soil or water constituting such Mortgaged Property (except those that are in compliance with all Environmental Laws or where the presence of which would not have a Material Adverse Effect); (iv) To Mortgagor’s knowledge, no material Release of Hazardous Materials has occurred on, upon or from such Mortgaged Property which have not been remediated in accordance with applicable law, except to the extent the same would not have a Material Adverse Effect; (v) To Mortgagor’s knowledge, the Mortgaged Property has not been used as a landfill or waste disposal site; and (vi) the Mortgaged Property is being owned, occupied and operated by Mortgagor in compliance with all Environmental Laws (except to assume all costs and expenses associated with the extent that the failure to comply would not have a Material Adverse Effect), there are no material breaches thereof (except to the extent that any such remediationbreach would not have a Material Adverse Effect) and no enforcement actions in respect thereof are pending or, to Mortgagor’s knowledge, threatened against Mortgagor which, in any case, would be reasonably likely to materially and adversely affect Mortgagor’s ability to perform its obligations under the Notes Documents or otherwise materially impair the value of any Mortgaged Property. Notwithstanding the foregoing, Mortgagor makes no representation or warranty in (i) — (vi) above with respect to any matters existing at the Mortgaged Property as of the date(s) of the environmental report(s) delivered to Mortgagee with respect to the Mortgaged Property. (B) Mortgagor represents and warrants that to its knowledge no adverse change has occurred with respect to any of the matters identified in the environmental report(s) delivered to Mortgagee with respect to the Mortgaged Property, except for changes which, individually or in the aggregate, would not have a Material Adverse Effect.

Environmental. (a) To the best Knowledge of Sellerthe Members, there are no underground tanks and related pipes, pumps or other facilities regardless of their use or purpose whether active or abandoned at the Leased Real Property. (b) To the Knowledge of the Members, there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Leased Real Property. Neither the Company nor any of its Subsidiaries sells or has sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) Each of the Company and its Subsidiaries is presently and for the past five years has been, in compliance with all Environmental Laws applicable to the Leased Real Property, formerly owned, leased or operated locations of the business, or to the Company’s knowledgeand its Subsidiaries’ business operations, without inspection or an obligation to do soand there exist no Environmental Conditions that require reporting, the Property (investigation, assessment, cleanup, remediation or any part other type of response action pursuant to any Environmental Law or that could be the Propertybasis for any liability of any kind pursuant to any Environmental Law. (d) Neither the Company nor any of its Subsidiaries has not in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored refined, transported, treated, stored, handled, disposed, transferred, produced or disposed of on, under processed any Hazardous Materials at or about upon the Leased Real Property or transported formerly owned, leased or operating property, except in compliance with all applicable Environmental Laws; there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Leased Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of property formerly owned or leased by the Company or any of its Subsidiaries that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or any of its Subsidiaries pursuant to any Environmental Law. (e) Neither the Company nor any of its Subsidiaries has (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Leased Real Property or formerly owned, leased or operated property or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law that are necessary for the Company’s and its Subsidiaries’ activities and operations at the Leased Real Property and for any past or ongoing alterations or improvements at the Leased Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or conditions. (g) Neither the Company nor any of its Subsidiaries has assumed, undertaken, agreed to indemnify or otherwise become subject to any liability of any other Person relating to or arising from any Environmental Law. (h) To the Knowledge of the Members, the Company and its Subsidiaries the Leased Real Property and the business will not require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law. (i) The distribution, sale, lease and use of the Company’s and its Subsidiaries’ products does not subject the Company or any of its Subsidiaries to liability under any Environmental Laws. (j) The Company has delivered, or caused to be delivered, to the Buyer copies of all documents, records and information in its possession or control concerning Environmental Conditions, including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials at, upon or from the PropertyLeased Real Property or formerly owned or leased property, spill control plans and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with environmental agency reports and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationcorrespondence.

Environmental. To Except as set forth on Schedule 4.2(ii): (i) The Acquired Companies are, and have at all times since July 1, 2006 and, to the best Knowledge of Seller’s knowledge, without inspection prior to July 1, 2006 and during the relevant time periods specified pursuant to all applicable statutes of limitations, have been, operated in material compliance with all Environmental Laws. (ii) The Acquired Companies have obtained, hold in full force and effect and are in compliance in all material respects with all permits, licenses, approvals, consents, registrations, certificates and other authorizations (collectively, “Environmental Permits”) required by Environmental Laws for the operation of their respective business as currently conducted, and any such Environmental Permit is final and is not the subject of an appeal or an obligation challenge under any applicable fixed limitations period, or has pending a timely application for permit renewal. (iii) There are no pending or, to do sothe Knowledge of Seller, threatened, actions, proceedings or governmental investigations alleging violations of Environmental Permits or seeking to modify, suspend, revoke or deny renewal of any Environmental Permit, nor, to the Property Knowledge of Seller, is there any fact or condition that is reasonably likely to give rise to any such action, proceeding or investigation. (iv) No Acquired Company has received any written notice from any Governmental Authority, or to the Knowledge of Seller, any other communication from any Person alleging any material violation of any Environmental Law by either Acquired Company that remains unresolved or any part material unresolved Environmental Liabilities arising from or relating to the business or operations of the Property) either Acquired Company. No Acquired Company has not received any notice alleging unresolved liability of either Acquired Company under CERCLA or any similar Environmental Law for remediation of contamination at any Acquired Company owned or operated property or Property Subdivision, and no Acquired Company owned or operated property or Property Subdivision has been listed in the past been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestosNational Priorities List, or any substances defined as equivalent state or included in regional list of contaminated sites or, to the definition Knowledge of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectivelySeller, the “CERCLIS. (v) Since July 1, 2006, and to the Knowledge of Seller, at any time prior to July 1, 2006, no Acquired Company has managed any Hazardous Materials”). With regard to the Property, Seller is except in compliance with and maintains material compliance with all Environmental Laws, and no release into the provisions environment of any Hazardous Materials triggering Remediation requirements has occurred at, to, from or under any property or facility owned, leased or operated by either Acquired Company except as has been addressed to the extent required by Environmental Laws. (vi) To the Knowledge of Seller, no offsite locations where either Acquired Company has or has previously disposed or arranged for the disposal of Hazardous Materials are subject to any ongoing investigation, enforcement or remediation under Environmental Laws that could reasonably be expected to subject either Acquired Company to any material Environmental Liability. No Acquired Company has received any written notice alleging liability of either Acquired Company under CERCLA or any similar Environmental Law for remediation of contamination at any offsite disposal facility or formerly owned property, and, to the Knowledge of Seller, no such offsite disposal facility or formerly owned property has been listed in the National Priorities List, the CERCLIS, or any equivalent state or regional list of contaminated sites. (vii) No Acquired Company has assumed by contract a third party’s Environmental Liabilities arising from assets or facilities sold or conveyed by an Acquired Company since July 1, 2006, or agreed to indemnify any other Person against that Person’s Environmental Liabilities arising from or related to assets or facilities sold or conveyed by an Acquired Company since July 1, 2006, other than as reflected in the Material Contracts set forth on Schedule 4.2(i). (viii) Since July 1, 2006, and, to the Knowledge of Seller, prior to July 1, 2006, there has been no exposure of any Person or property to any Hazardous Materials in connection with the Assets or the operations of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act Acquired Companies that could reasonably be expected to form the basis of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit a material claim for damages or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationcompensation.

Environmental. To With respect to environmental matters, as of the best date hereof and through the Closing Date: (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool to be constructed on the Land, all of which shall be stored on the Property in strict accordance with applicable Environmental Requirements and shall not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, without inspection never has been any mold, fungal or an obligation other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to do soresult in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the Property (or any part environmental condition of the Property) has not Real Property in the past been possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used for handlingin this Contract, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials” means: (i) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”). With regard to , (ii) “hazardous substances” as defined by the Property, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“SuperfundCERCLA”), (iii) Act of 1980“toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (iv) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (v) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls, and Solid Waste Disposal Act(vi) any substance whose presence is detrimental or hazardous to health or the environment, Florida Statutes Chapter 376including, and other similar without limitation, microbial or fungal matter or mold, or is otherwise regulated by federal, state and local statutory schemes environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability on owners or standards of the Propertyconduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). No inspectionAs used in this Contract, audit “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to the contrary, in the event that Purchaser’s environmental audit reveals any environmental concerns or contamination, the Purchaser shall advise Seller about such environmental concerns or contamination. In the event Seller declines to pay for the remediation of any such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its Xxxxxxx Money; or, (b) close on the property subject to all of the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationdisposing.

Environmental. To the best of Seller’s knowledgeExcept for any matters that, without inspection individually or an obligation to do so, the Property (or any part of the Property) has not in the past aggregate, would not have or would not reasonably be expected to have a Minefinders Material Adverse Effect: (i) all facilities and operations of Minefinders and its Subsidiaries have been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Propertyconducted, and there is not contained on or in any improvements on or under the Propertyare now, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with all Environmental Laws; (ii) Minefinders and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980its Subsidiaries are in possession of, and Solid Waste Disposal Actin compliance with, Florida Statutes Chapter 376all Environmental Permits that are required to own, lease and other similar federaloperate the Property and Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, state and local statutory schemes imposing liability on owners of the Property. No inspectionreclamation or closure obligation, audit demand, notice, work order or other Investigation has been conducted liabilities presently exist with respect to any portion of any currently or requested as formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the quality operations and business of Minefinders and its Subsidiaries and, to the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type knowledge of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do soMinefinders, there is no evidence basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any release activity in respect of hazardous materials onto such property, interests, rights, operations and business; (iv) neither Minefinders nor any of its Subsidiaries is subject to any proceeding, application, order or into the Property. No warning noticedirective which relates to environmental, notice of violationhealth or safety matters, administrative complaintand which may require any material work, judicial complaint repairs, construction or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing expenditures; (v) to the contraryknowledge of Minefinders, there are no changes in the event that Purchaser’s environmental audit reveals status, terms or conditions of any environmental concerns Environmental Permits held by Minefinders or contaminationany of its Subsidiaries or any renewal, the Purchaser shall advise Seller about such environmental concerns modification, revocation, reassurance, alteration, transfer or contamination. In the event Seller declines to pay for the remediation amendment of any such matterenvironmental approvals, Purchaser shall have consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the option to (a) terminate execution or delivery of this Agreement and receive a return Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Minefinders or any of its Xxxxxxx MoneySubsidiaries following the Effective Date; (A) Minefinders and its Subsidiaries have made available to Pan American all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; orand (B) to the knowledge of Minefinders, (b) close on the property Minefinders and its Subsidiaries are not subject to all of any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the other terms and conditions of this Agreement and to assume all costs and expenses associated with any such remediationaggregate, constitute a Minefinders Material Adverse Effect.