Common use of Environmental Clause in Contracts

Environmental. (a) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as The Company and its Subsidiaries are, and have been, in compliance with all applicable Laws relating to the protection of the environment, natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), except for such noncompliance that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except The Company and its Subsidiaries (i) have received, possess and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”), (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such Environmental Permits, and (iii) have paid all fees, assessments or expenses due under any such Environmental Permits, except for such failures to receive and comply with Environmental Permits, or any such actions, or failure to pay any such fees, assessments or expenses that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company currently holds all environmental approvalsor any of its Subsidiaries, permitsand, licensesto the Knowledge of the Company, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and there are no such Legal Proceedings pending against any other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits Person that would not result, or reasonably be expected to resultmaterially adversely affect the Company or any of its Subsidiaries, and (ii) the Company and its Subsidiaries have not received written notice of any actual or potential liability of the Company for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws or Environmental Permits, where such Legal Proceedings or liability would reasonably be expected to have, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal actionNone of the Company or any of its Subsidiaries has entered into any consent decree, proceeding, revocation proceeding, amendment procedure, writ, settlement or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by other agreement with any Governmental Entity against Entity, and none of the Company concerning or its Subsidiaries is subject to any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, whichOrder, in either case relating to any Environmental Laws, Environmental Permits or to Materials of Environmental Concern, except for such consent decrees, settlements, agreements or Orders that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) There has been no release, disposal or arrangement for disposal of any Materials of Environmental Concern by the Company has notor its Subsidiaries at, either from or to any real property currently or, to the Knowledge of the Company, formerly owned, leased or operated by agreement the Company or its Subsidiaries that would reasonably be expected to (i) give rise to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future of the Company or contingent liabilities) any of another person or entity its Subsidiaries under any Environmental Law, including or (ii) prevent the Company or any obligation of its Subsidiaries from complying with applicable Environmental Laws or Environmental Permits, except for investigationsuch Legal Proceedings, cleanupliability or burden or non-compliance that would not reasonably be expected to have, corrective actionindividually or in the aggregate, or natural resource damages with respect to Hazardous Materialsa Material Adverse Effect. (f) Neither the Company nor, to the knowledge of Company, nor any of its agents, possess copies Subsidiaries has assumed or retained by Contract or operation of Law any liabilities of any reports other Person under Environmental Laws or concerning any Materials of Environmental Concern, where such assumption or acceptance of responsibility would reasonably be expected to have, individually or in the presence aggregate, a Material Adverse Effect. (g) None of the transactions contemplated under this Agreement will give rise to any obligations to obtain the consent of or possible presence provide notice to any Governmental Entity under any Environmental Laws or Environmental Permits, except for such consents or notices the failure of released Hazardous Materials on real property currently which to obtain or formerly ownedprovide as would not reasonably be expected to have, leasedindividually or in the aggregate, or occupied by Company, including any environmental site assessment reportsa Material Adverse Effect.

Environmental. (a) Except as to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, since January 1, 2017, no Hazardous Material (as defined below) written notice, claim, demand, request for information, order, complaint or penalty has been released received by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by the Company or any affiliate of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of the Company, northreatened which allege a violation of or liability under any applicable Environmental Laws, in each case relating to Company’s knowledge, has the Company or any Hazardous Material migrated beneath such properties. of its Subsidiaries; (b) Except except as to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, since January 1, 2017, the Company and each of its Subsidiaries has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) been in violation of any compliance with all applicable Environmental Law (as defined below) in effect on or before the Effective Time. Laws; (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company except as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect. , the Company and each of its Subsidiaries has obtained all permits, licenses and other approvals required pursuant to Environmental Law for the operations of the business of the Company and its Subsidiaries, and since January 1, 2017 has maintained all financial assurances, necessary for its operations to comply, in all respects, with all applicable Environmental Laws and is, and since January 1, 2017, to the Knowledge of the Company, has been, in compliance with the terms of such permits, licenses and other approvals and financial assurance requirements; (d) No legal actionno Hazardous Material is located at, proceedingon or under any property currently owned, revocation proceeding, amendment procedure, writ, operated or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened leased by any Governmental Entity against the Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification its Subsidiaries that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to resultgive rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. ; and (e) since January 1, 2017, no Hazardous Materials have been generated, owned, treated, stored, handled, controlled, transported or Released by (or on behalf of) the Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedSubsidiaries, or occupied by CompanyReleased at any location, including in a manner that would reasonably be expected to give rise to any environmental site assessment reportscost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental. (a) Except as The Company and its Subsidiaries are, and have been, in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof, and the development and implementation of all required health and safety and employee training programs required under Environmental Laws), except where failure to be in compliance would not result, or reasonably be expected to resultnot, individually or in the aggregate, in have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not resulthave a Company Material Adverse Effect, (i) there is no Environmental Claim pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, and, (ii) there are no facts or conditions relating to the Company or any of its Subsidiaries that would result in any such Environmental Claim. (c) There have been no Releases of any Hazardous Material at any property currently or formerly owned, operated or used in connection with the operations of the Company or any Subsidiary, or relating to the operations of the Company or any Subsidiary, that could reasonably be expected to resultform the basis of any Environmental Claim against the Company or any of its Subsidiaries that would, individually or in the aggregate, in have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries has not transported, stored, used, manufactured, disposed of, releasedreceived notice from any person or Governmental Entity alleging that any of them is, or exposed its employees or others tomight be potentially responsible for, any Release of Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to resultthat would, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal actionNeither the Company nor any Subsidiary has assumed by contract, proceeding, revocation proceeding, amendment procedure, writ, agreement or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, operation of law any liability or injunction has been threatened by any Governmental Entity against Company concerning any obligation under Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification Law that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to resultwould, individually or in the aggregate, in have a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective actionNo Consent of, or natural resource damages registration, application, notice, disclosure, or filing with any Governmental Entity is required to be obtained or made by or with respect to Hazardous Materials. (f) Neither the Company nor, to the knowledge of Company, or any of its agentsSubsidiaries in connection with the execution, possess copies delivery and performance of this Agreement or the consummation of the transactions contemplated hereby pursuant to any reports concerning the presence Environmental Property Transfer Act or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied Permit as required by Company, including any environmental site assessment reportsEnvironmental Law.

Environmental. (a) Except as has not had, and would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) the Company and its Subsidiaries are and, no Hazardous Material (as defined below) has except for matters which have been released by resolved, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or Permits required for their operations under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.applicable Environmental Laws; (b) Except as would not resultof the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or reasonably be expected to resultany of its Subsidiaries. As of the date of this Agreement, individually neither the Company nor any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, actual or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in potential violation of any applicable Environmental Law (as defined below) in effect on or before otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the Effective Time.Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct there have been no Releases of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not resultMaterials on or underneath any location that has resulted, or is reasonably be expected likely to result, individually result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise result in liability to the aggregate, in a Company Material Adverse Effect.or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (d) No legal actionthe Company has delivered or otherwise made available for inspection to the Parent copies of any material reports, proceedinginvestigations, revocation proceedingaudits, amendment procedureassessments (including Phase I or II environmental site assessments), writ, studies or injunction is pending and, other material documents in the possession of or reasonably available to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, the Company or injunction has been threatened by any Governmental Entity against Company concerning of its Subsidiaries pertaining to: (i) any unresolved claims arising under or related to any Environmental Permit, Hazardous Material, or Law; (ii) any Hazardous Materials Activity of Company. Company has received no written notification that it is in, on, beneath or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected adjacent to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, operated or occupied leased by the Company or any of its Subsidiaries; or (iii) the Company, including ’s or any environmental site assessment reportsof its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. (a) Except as to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of the Debtors, (b) each Debtor has received (including timely application for renewal of the same), and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedis located at, such as by permits issued by a Governmental Entity), onto on or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedoperated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or occupied obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by Companyany of the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any environmental site assessment reportsarising under or relating to Environmental Laws or Hazardous Materials.

Environmental. (a) Except as would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) the Company and each Company Subsidiary are and since January 1, no 2020 have been in compliance with all applicable Environmental Laws, including possessing and complying with all Company Permits required for their operations in accordance with Environmental Laws, which includes compliance with all Environmental Laws governing the registration or authorization of the use of Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.Materials in products; (b) Except as would not result(i) no Proceeding against the Company or any Company Subsidiary relating to any Environmental Law is pending or threatened in writing, (ii) neither the Company nor any Company Subsidiary has received written notice or reasonably be expected to resulta written request for information from any Person, individually including any Governmental Authority, alleging that the Company or any Company Subsidiary has been or is in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, actual or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in potential violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or otherwise may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any have liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including the subject of which notice or request is unresolved and (iii) neither the Company nor any obligation for investigation, cleanup, corrective action, Company Subsidiary is a party or natural resource damages with respect subject to Hazardous Materials.any ongoing obligations pursuant to any Order or agreement resolving any alleged violation of or liability under any Environmental Law; (fc) Neither no Hazardous Materials have been released by the Company noror any Company Subsidiary, or, to the knowledge Knowledge of the Company, by any of its agentsthird party at, possess copies of on, under or from any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedleased or operated by the Company or any Company Subsidiary in a manner or to a degree that has resulted in or is reasonably likely to result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or that otherwise has resulted in or is reasonably likely to result in liability to the Company or any Company Subsidiary under any Environmental Law; (d) neither the Company nor any Company Subsidiary has entered into any written agreement or to the Knowledge of the Company incurred any legal obligation that may require it to pay to, reimburse, or occupied by Companyindemnify any other Person from or against liabilities or costs in connection with any Environmental Law, including or relating to the generation, use, storage, disposal or exposure to Hazardous Materials; and (e) no capital improvements currently are required or planned to be undertaken at any environmental site assessment reportsof the Company or Company Subsidiary owned or leased properties for the purpose of achieving or maintaining compliance with Environmental Laws or Company Permits issued pursuant to Environmental Laws.

Environmental. (a) Except as Neither the Company nor any of its subsidiaries has received written notice of, or, to the knowledge of the Company, is subject to, any pending or threatened action, cause of action, claim, or investigation alleging liability under or non-compliance with any Applicable Laws relating to pollution or the protection of human health or the environment (“Environmental Laws”), except for such actions, causes of action, claims, or investigations that would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. The Company and each of its subsidiaries are in compliance with all Environmental Laws, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, where the failure to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as so comply would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect, . The Company has not transported, stored, used, manufactured, disposed of, released, or exposed and each of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) subsidiaries holds and is in violation of any compliance with all permits required to be held by it under Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”)Laws, except where the absence of failure to hold any such Environmental Permits permit or to comply with any such permit would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. (db) No legal actionTo the knowledge of the Company, proceedingthere has been no spill, revocation proceedingdischarge, amendment procedureleak, writemission, injection, disposal, escape, dumping, or injunction is pending andrelease of any kind (collectively, to Company’s knowledge“Release”) of any pollutants, no actioncontaminants, proceedinghazardous substances, revocation proceedinghazardous chemicals, amendment proceduretoxic substances, writhazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including crude oil or any fraction thereof) or solid wastes, including those defined in any Environmental Law (“Hazardous Materials”), on, beneath, above, or injunction has been threatened into any of the Owned Real Property or the Leased Real Property, except for any Releases permitted by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, law or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case have not had and would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (ec) Company has notExcept for any matters that have not had and would not reasonably be expected to have a Material Adverse Effect, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any there is no Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company norClaim pending or, to the knowledge of the Company, threatened against the Company or any of its agentssubsidiaries or against any person or entity whose liability for such Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. “Environmental Claim” means any notice by a person or entity alleging potential liability (including potential liability for investigatory costs, possess copies cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on, or resulting from (i) the presence, or release into the environment, of any reports concerning material or form of energy at any location, whether or not owned by the presence Company or possible presence any of released Hazardous Materials on real property currently its subsidiaries; or formerly owned, leased(ii) circumstances forming the basis of any violation, or occupied by Companyalleged violation, including of any environmental site assessment reportsEnvironmental Law.

Environmental. 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 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. (a) Except as would not resultset forth on Schedule 5.10(a)-1, or reasonably be expected (i) Seller presently possesses all Environmental Permits necessary to resultown, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, in would not reasonably be expected to have a Company Material Adverse Effect, (ii) with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no Hazardous written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Material (Adverse Effect. To Seller’s Knowledge as defined below) has been released of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate Seller for the operation of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesthe Business. (b) Except as individually or in the aggregate would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect or as set forth on Schedule 5.10(b), Company neither Seller nor any Affiliate of Seller has not transportedreceived within the last three (3) years any written notice, stored, used, manufactured, disposed of, releasedreport, or exposed its employees other information regarding any actual or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Law Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (as defined below3) in effect on years regarding any such actual or before the Effective Timealleged violations of Environmental Laws or Environmental Permits. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for Except as individually or in the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits aggregate would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. Effect or as set forth on Schedule 5.10(c), (di) No legal actionthere is and has been no Release from, proceedingin, revocation proceeding, amendment procedure, writon, or injunction is 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 andor, to CompanySeller’s knowledgeKnowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectSeller. To Seller’s Knowledge as of the knowledge date hereof, Schedule 5.10(c) sets forth a list of Companyall Releases from, no fact in, on or circumstance currently exists beneath the Real Property that is reasonably likely to involve Company in any material environmental litigation could form the basis for an Environmental Claim, and of all Environmental Claims pending or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, threatened against Seller that are principally related to the knowledge of Company, any of its agents, possess copies of any reports concerning Purchased Assets or the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsBusiness.

Environmental. Except as disclosed on Exhibit 5.23, and except for normal office and consumer products utilized in the ordinary course of business, the conduct and operation of the Business have not and do not: (a) Except as would not resultInvolve or require the storage, disposal, generation, manufacture, refinement, transportation, production or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no treatment of Hazardous Material Substances (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.; (b) Except as would not resultResulted in any spill, discharge, leak, emission, injection, escape, dumping, or reasonably be expected to result, individually or in release of any kind onto the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, releasedPremises, or exposed its employees or others tointo the environment surrounding the Premises, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time.Hazardous Substances; or (c) Company currently holds all environmental approvalsInvolve or require the treatment, permitscollection, licenses, clearances, and consents necessary for storage or disposal of any refuse or objectionable wastes so as to require a permit or approval from the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “United States Environmental Permits”), except where the absence of such Environmental Permits would not resultProtection Agency, or reasonably be expected otherwise subject to resultthe regulation of the United States Environmental Protection Agency or any state regulatory agency. The Company represents and warrants that: (a) to the Best Knowledge of the Company, individually the real property (or the subsurface soil and the ground water thereunder) leased by the Company under the Lease (the "Property") does not contain any Hazardous Substance or have underneath it any underground fuel or liquid storage tanks; (b) to the Best Knowledge of the Company, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Property during the term of the Lease; (c) The Company is not 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 aggregateProperty, in a Company Material Adverse Effect.or the generation, transportation, storage, treatment or disposal at the Property, of any Hazardous Substance; (d) No legal action, proceeding, revocation proceeding, amendment procedure, writThe Company has not received any notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or injunction is pending andinvestigating the possibility, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, that there is or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permitpresence, Hazardous Materialrelease, threat of release, placement on or in the Property, or any generation, transportation, storage, treatment or disposal at the Property, of any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability.Substance; (e) Company has notTo the Company's Best Knowledge, either by agreement there have been no communications or agreements with any Governmental Authority or agency (to Company’s knowledgefederal, state or local) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another private person or entity under (including, without limitation, any Environmental Lawprior owner of the Property and any present or former occupant or tenant of the Property) relating in any way to the presence, including any obligation for investigationrelease, cleanupthreat of release, corrective actionplacement on or in the Property, or natural resource damages with respect any generation, transportation, storage, treatment or disposal at the Property, of any Hazardous Substance. The Company further agrees and covenants that it will not store or deposit on, otherwise release or bring onto or beneath, the Property any Hazardous Substance prior to Hazardous Materials.the Closing Date; and (f) Neither Company norThere is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to the knowledge of Company's Best Knowledge, threatened, against the Company, and the Company knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to the Company's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of its agentsthis Section 5.23, possess copies "Hazardous Substance" shall mean and include (1) 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), (3) hazardous wastes and hazardous substances as specified under any Colorado state or local 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 (4) any reports concerning the presence other material, gas or possible presence of released Hazardous Materials on real property currently substance known to be toxic or formerly ownedhazardous (including, leasedwithout limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or occupied by Companymaterially impair the beneficial use of the Property, including or constitute a material health, safety or environmental risk to any environmental site assessment reportsperson exposed thereto or in contact therewith. For purposes of this Section 5.23, "Hazardous Substance" shall not mean and shall not include the following, to the extent 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 day-to-day operations of an office, such as copier toner, (D) consumer products, (E) material reasonably necessary and customarily used in construction and repair of an office project, and (F) fertilizers, pesticides and herbicides commonly used for routine office landscaping.

Environmental. (a) Except as would not resultNeither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or reasonably be expected properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to resultthe Company’s knowledge, individually proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, in reasonably be expected to have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, . All such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, norare in full force and effect and, to the Company’s knowledge, has there are no pending or threatened claims that seek the revocation, cancellation, suspension or any Hazardous Material migrated beneath adverse modification of any such properties. (b) Except as permits, except where the failure to have any such Permit would not resultnot, or reasonably be expected to resultindividually, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. (dc) No legal actionThe Company previously has made available to Parent copies of all environmental site assessments prepared by any person, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any possession relating to compliance with Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityLaws. (ed) Company has notFor purposes of this Agreement, either by agreement “Environmental Laws” means any applicable Federal, state or (local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to Company’s knowledge) by operation the protection of lawhuman health, assumed safety or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Lawthe environment, including any obligation for investigationwithout limitation, cleanupthe following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, corrective action▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, or natural resource damages with respect to Hazardous Materials42 U.S.C. § 6901 et seq. (f) Neither Company nor; the Federal Water Pollution Control Act, to 33 U.S.C. § 1251 et seq.; the knowledge Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of Company1990, any of its agents, possess copies of any reports concerning 33 U.S.C. § 2701 et seq.; the presence or possible presence of released Hazardous Materials on real property currently Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or formerly owned, leased, local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or occupied by Company, disposal of biological agents or substances including any environmental site assessment reportsmedical or infectious wastes.

Environmental. (ai) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect, . There is no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in material violation of any Environmental Law (as defined below) in effect on or before other material Liability arising under any Environmental Law with respect to the Effective TimeProjects or the Land. (cii) Company currently holds all environmental approvalsThere are no Actions or Proceedings pending or, permitsto the Knowledge of Seller, licenses, clearances, and consents necessary for threatened as of the conduct Execution Date against Seller (solely in respect of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”the Projects or the Acquired Companies), except where or the absence Acquired Companies, relating to any material violation of such Environmental Permits would not result, Law. None of Seller or reasonably be expected to result, individually any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or in the aggregate, in a Company Material Adverse EffectAcquired Companies (other than those violations that have been resolved or remedied). (diii) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth all material Permits required pursuant to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, Law to be acquired or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, held by or for the response costs incurred by others benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in conducting Schedule 3.01(p)(iii) of the Disclosure Schedules, such investigation or cleanup, which, Permits have been obtained in either case would not result, or reasonably be expected to result, individually or a timely manner and are presently maintained in full force and effect in the aggregate, in a Company Material Adverse Effect. To the knowledge name of an Acquired Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (eiv) Company Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has notbeen no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, either by agreement construction, ownership, use or (to Company’s knowledge) by operation of law, assumed the Land or undertaken any liability (including future or contingent liabilities) the business of another person or entity under any Environmental Law, including the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation for investigationof Seller or the Acquired Companies under Environmental Laws to report, cleanupinvestigate, corrective actionremove or remediate such Release, or natural resource damages that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to Hazardous Materialsthe Projects or the Land. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would not result, or reasonably be expected to result, individually or in To the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate knowledge of the Company, noreach of the Company and its Subsidiaries is in compliance with all Environmental Laws, to Company’s knowledgewhich compliance includes the possession by the Company and its Subsidiaries of material permits, has any Hazardous Material migrated beneath such propertieslicenses and other governmental authorizations required for their current operations under applicable Environmental Laws, and compliance with the terms and conditions thereof. (b) Except as would not result, or reasonably be expected to result, individually or in Neither the aggregate, in a Company Material Adverse Effect, Company nor any of its Subsidiaries has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation received written notice of any Environmental Law (as defined below) in effect on Claims against the Company or before the Effective Timeany Subsidiary. (c) To the knowledge of the Company, (i) with respect to the real property currently or previously owned, leased or operated by the Company currently holds all environmental approvalsor any of its Subsidiaries, permits, licenses, clearancesthere have been no releases of Hazardous Materials that require a Cleanup, and consents necessary for (ii) none of the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not resultits Subsidiaries, or reasonably be expected to resulttheir respective predecessors has treated, individually stored, disposed of, arranged for or in permitted the aggregatedisposal of, manufactured, distributed, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a Company Material Adverse Effectmanner that has given rise to Liabilities or could give rise to Liabilities pursuant to any Environmental Laws. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of the Company, no fact neither the Company nor any of its Subsidiaries has assumed, undertaken, or circumstance currently exists that is reasonably likely otherwise become subject to, any liability of any other Person or entity relating to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityEnvironmental, Health, and Safety Requirements. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of its agentstheir respective predecessors could reasonably be expected to prevent, possess copies of hinder or limit continued compliance with Environmental Laws, give rise to any reports concerning the presence investigatory, remedial or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedcorrective obligations pursuant to Environmental Laws, or occupied by Companygive rise to any other Liabilities (whether accrued, including any environmental site assessment reportsabsolute, contingent, unliquidated or otherwise) pursuant to Environmental Laws.

Environmental. Except as described on Schedule 3.06: (ai) Except to the Knowledge of Seller, the Real Property is in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets, taken as a whole; (ii) Seller has not received written notification within the three-year period preceding the date of this Agreement from any Governmental Entity with respect to any current material violations of or liability under any Environmental Laws concerning the Purchased Assets; (iii) to the Knowledge of Seller, there are no claims, actions, suits or Legal Proceedings pending or threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the Purchased Assets; (iv) to the Knowledge of Seller, there has been no Release or threatened Release at, on, under or from the Purchased Assets of any Hazardous Materials except such matters as would not result, or reasonably be expected to resulthave a material adverse effect on the Purchased Assets, individually taken as a whole; (v) to the Knowledge of Seller, there are no facts or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or circumstances that could reasonably be expected to result, individually or result in the aggregateimposition 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 a Company Material Adverse Effect, Company has full force and effect; and (ix) to the Knowledge of Seller (a) Seller is not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on terms or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct conditions of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of any such Environmental Permits Permit, other than any such violation, breach or default that would not result, or reasonably be expected to resulthave a material adverse effect on Seller, individually the Project or in the aggregatePurchased Assets, in (b) no written notice of a Company Material Adverse Effect. pending violation of any material Environmental Permit has been received by Seller, and (dc) No legal actionno proceeding is pending or threatened to revoke, proceeding, revocation proceeding, amendment procedure, writprevent the renewal of, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by limit any Governmental Entity against Company concerning any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to Environmental Laws, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityEnvironmental Conditions and Environmental Permits. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. Except as disclosed to Rolling Thunder in writing: (a) Except San Telmo is not aware of, nor has received: (i) any order or directive which relates to environmental matters that would have any Material Adverse Effect on San Telmo and the Subsidiary (taken as would not resulta whole) and which requires any material work, repairs, construction, or reasonably be expected capital expenditures; or (ii) any demand or notice with respect to resultthe material breach of any environmental, individually health or in safety law applicable to either of San Telmo or the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company Subsidiary or any affiliate of Companytheir business undertakings, norincluding, to Company’s knowledgewithout limitation, has any Hazardous Material migrated beneath such properties.regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants; (b) Except as would not resultto the best of the knowledge of San Telmo, all environmental and health and safety permits, licences, approvals, consents, certificates and other authorizations of any kind or nature ("Environmental Permits") necessary for the ownership, operation, development, maintenance, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation use of any Environmental Law (as defined below) of its assets have been obtained and maintained in effect on or before the Effective Time.effect; (c) Company currently holds to the best of the knowledge of San Telmo, San Telmo, the Subsidiary, their respective assets and the ownership, operation, development, maintenance and use thereof are in material compliance with all environmental approvals, permits, licenses, clearancesapplicable laws relating to the protection of the environment and employees and public health and safety ("Environmental Laws") and with all terms and conditions of all Environmental Permits, and consents necessary for all prior instances of non-compliance have been fully and finally resolved to the conduct satisfaction of Company’s Hazardous Material Activities and other businesses of Company as all governmental authorities with jurisdiction over such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect.matters; (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, no investigations or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened complaints by any Governmental Entity against Company concerning with respect to any Environmental Permit, Hazardous Material, environmental matter pertaining to or any Hazardous Materials Activity affecting the business or the assets of Company. Company has received no written notification that it San Telmo or the Subsidiary is currently outstanding or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected threatened to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability.San Telmo; (e) Company has not, either all known spills or similar incidents pertaining to or affecting the business or the assets of San Telmo or the Subsidiary have been reported to the appropriate Governmental Entity to the extent required by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials.Laws; and (f) Neither Company nor, all waste disposal pertaining to or affecting the knowledge business or the assets of Company, any of its agents, possess copies of any reports concerning San Telmo or the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsSubsidiary has been and is being conducted in accordance with all applicable Environmental Laws.

Environmental. 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 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. (a) Except as would not resultset forth on Schedule 5.10(a)-1, or reasonably be expected (i) Seller presently possesses all Environmental Permits necessary to resultown, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, in would not reasonably be expected to have a Company Material Adverse Effect, (ii) with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no Hazardous written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Material (Adverse Effect. To Seller’s Knowledge as defined below) has been released of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate Seller for the operation of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesthe Business. (b) Except as individually or in the aggregate would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect or as set forth on Schedule 5.10(b), Company neither Seller nor any Affiliate of Seller has not transportedreceived within the last three (3) years any written notice, stored, used, manufactured, disposed of, releasedreport, or exposed its employees other information regarding any actual or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Law Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (as defined below3) in effect on years regarding any such actual or before the Effective Timealleged violations of Environmental Laws or Environmental Permits. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for Except as individually or in the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits aggregate would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. Effect or as set forth on Schedule 5.10(c), (di) No legal actionthere is and has been no Release from, proceedingin, revocation proceeding, amendment procedure, writon, or injunction is 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 andor, to CompanySeller’s knowledgeKnowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectSeller. To Seller’s Knowledge as of the knowledge date hereof, Schedule 5.10(c) sets forth a list of Companyall Releases from, no fact in, on or circumstance currently exists beneath the Real Property that is reasonably likely to involve Company in any material environmental litigation could form the basis for an Environmental Claim, and of all Environmental Claims pending or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, threatened against Seller that are principally related to the knowledge of Company, any of its agents, possess copies of any reports concerning Purchased Assets or the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.Business. 1-LA/903877.26

Environmental. (a) Except as has not been, and would not result, or reasonably be expected to resultbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (i) since January 1, 2013, the Company and its Subsidiaries have been and are in a compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Material Adverse EffectPermits required for their operations as currently conducted under applicable Environmental Laws; (ii) (A) there is no pending or, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedto the Knowledge of the Company, such as by permits issued by a Governmental Entity), onto or under threatened Proceeding pursuant to any property occupied by Environmental Law against the Company or any affiliate of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (C) none of the Company or any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law that is currently in effect; (iii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, norReleases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to Company’s knowledge, has result in an obligation by the Company or any Hazardous Material migrated beneath of its Subsidiaries to remediate such properties.Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (biv) Except as neither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would not result, or reasonably be expected to resultrequire it to pay to, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, releasedreimburse, or exposed its employees indemnify any other Person from or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) against liabilities or costs arising in violation of any Environmental Law (as defined below) in effect on connection with or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected pursuant to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigationor relating to impacts on human health or the environment arising from the generation, cleanupmanufacture, corrective actionuse, transportation or natural resource damages with respect disposal of or exposure to Hazardous Materials. (fb) Neither The Company nor, has delivered or otherwise made available for inspection to the knowledge Parent copies of Companyany reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its agents, possess copies of Subsidiaries pertaining to: (i) any reports concerning the presence unresolved claims arising under or possible presence of released relating to any Environmental Law; (ii) any Hazardous Materials on real in, on, beneath or adjacent to any property currently or formerly owned, leased, operated or occupied leased by the Company or any of its Subsidiaries; or (iii) the Company, including ’s or any environmental site assessment reportsof its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. (a) Except as would not resultdisclosed in the New Gold Public Disclosure Documents: (i) New Gold and each of its Subsidiaries has been and is operated in compliance with all applicable Environmental Laws, or reasonably except to the extent that a failure to be expected to resultin such compliance, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to resulthave a Material Adverse Effect on New Gold; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by New Gold or any of its Subsidiaries of the real 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) New Gold’s properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws 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 its Subsidiaries nor, to the knowledge of New Gold, any other person in control of any of New Gold’s properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold properties, except in compliance, individually or in the 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 Company Material Adverse EffectEffect on New Gold. All Hazardous Substances handled, Company has not transported, stored, used, manufacturedrecycled, disposed of, released, treated or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect stored on or before 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 Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as extent that a failure to be in such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to resultcompliance, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect on New Gold. To the knowledge of CompanyNew Gold, there are no fact Hazardous Substances at, in, on, under or circumstance currently exists migrating from any of New Gold’s properties, except in material compliance with all Environmental Laws and except to the extent that is any failures to be in compliance would not reasonably likely be expected to involve Company in any material environmental litigation or impose upon Company any material environmental liability.have a Material Adverse Effect on New Gold; (eiv) Company neither New Gold nor any of its Subsidiaries nor any other person for whose actions New Gold or any Subsidiary of New Gold may be partially or wholly liable, has nottreated or disposed, either or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by agreement any Governmental Entity; (ii) to the knowledge of New Gold, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (to Company’s knowledgeiii) which is the subject of enforcement actions by operation of lawany Governmental Entity that creates the reasonable potential for any proceeding, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company norother claim against New Gold or any of its Subsidiaries. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold or its Subsidiaries is listed or, to the knowledge of CompanyNew Gold, is 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 agents, possess copies Subsidiary may be partially or wholly liable has caused or permitted the Release of any reports concerning Hazardous Substances on or to any of 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 damage to other property, except to the presence extent that such Liability would not have a Material Adverse Effect on New Gold; or possible presence (ii) would reasonably be expected to result in imposition of released Hazardous Materials a lien, charge or other encumbrance or the expropriation on real property currently any of its properties or formerly ownedthe 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, leasedneither New Gold nor any of its Subsidiaries has received from any person or Governmental Entity any notice, formal or occupied by Companyinformal, including of any environmental site assessment reportsproceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

Environmental. (a) Except as would not result, or reasonably be expected The Company made available to result, individually or Parent all material records and material correspondence in the aggregate, in a possession of the Company Material Adverse Effect, no Hazardous Material relating to environmental matters affecting the Company and which were prepared for or submitted to applicable Governmental Entities within three (as defined below3) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate years of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesthe date of this Agreement. (b) Except as would The Company and its Subsidiaries are in compliance in all material respects with and have not resultreceived any written notice or, to the Knowledge of the Company, any other communication alleging any violation by the Company or reasonably be expected its Subsidiaries with respect to resultany applicable Environmental Laws, individually or including with respect to possessing and being in compliance with any Permits required for the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed and its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Subsidiaries to operate under applicable Environmental Law (as defined below) in effect on or before the Effective TimeLaws. (c) To the Knowledge of the Company, the properties operated by the Company currently holds all environmental approvalsand its Subsidiaries (including soils, permitsgroundwater, licensessurface water, clearancesindoor air, and consents necessary for the conduct of Company’s buildings or other structures) are not contaminated with any Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, Substances in an amount or reasonably be expected to result, individually concentration or in a condition that would give rise either to an obligation to act to address the aggregate, in Hazardous Substance contamination or condition or to disclose to a Company Material Adverse EffectGovernmental Entity that Hazardous Substance contamination or condition under any Environmental Law. (d) No legal actionNeither the Company nor its Subsidiaries have received written notice that the Company is subject to any liability under any Environmental Law for any Hazardous Substance disposal, proceedingrelease or contamination on the property of any third party nor has the Company disposed of, revocation proceeding, amendment procedure, writtransported, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, arranged for the disposal of or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or transport of any Hazardous Materials Activity of Company. Company has received no written notification Substances in a way that it is or may be liable for natural resource damages, the would require investigation or cleanup of Hazardous Materials, remediation pursuant to applicable Environmental Law or for otherwise subject the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected Company to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely any liability pursuant to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityapplicable Environmental Law. (e) The Company has not, either by agreement and its Subsidiaries have not released any Hazardous Substance into the environment except (A) in compliance with Environmental Law or (B) in an amount or concentration that would not reasonably be expected to Company’s knowledge) by operation of law, assumed give rise to any material liability or undertaken any liability (including future or contingent liabilities) of another person or entity obligation under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither the Company nor, to the knowledge of Company, nor any of its agents, possess copies Subsidiaries is named as a party to any Action or order addressing liability under any Environmental Law nor has the Company or any of its Subsidiaries received a demand or other notice threatening to assert a claim for such liability against the Company or any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsits Subsidiaries.

Environmental. (a) Except as would not result, or reasonably be expected to resultnot, individually or in the aggregate, in be material to the Company and the Company Subsidiaries, taken as a whole, each of the Company Material Adverse Effectand the Company Subsidiaries has complied with all applicable Environmental Laws, and no Hazardous Material (as defined below) Proceeding, charge, demand, or notice has been released by Company (except as specifically authorizedfiled, such as by permits issued by a Governmental Entity)commenced or, onto or under to the Knowledge of the Company, threatened against any property occupied by of the Company or the Company Subsidiaries alleging any affiliate failure to so comply. Without limiting the generality of Companythe preceding sentence, noreach of the Company and the Company Subsidiaries has obtained all Permits that are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables that are contained in, all Environmental Laws, except in each foregoing case where the failure to Company’s knowledgeobtain any such Permit or any non-compliance, has any Hazardous Material migrated beneath such propertiesindividually or in the aggregate, would not be material to the Company and the Company Subsidiaries, taken as a whole. (b) Except as would not result, or reasonably be expected to resultnot, individually or in the aggregate, in be material to the Company and the Company Subsidiaries, taken as a whole: (i) none of the Company Material Adverse Effector any of the Company Subsidiaries has any liability for damage to any site, Company has not transportedlocation or body of water (surface or subsurface), stored, used, manufactured, disposed of, releasedfor any illness of or personal injury to any employee or other individual, or exposed its employees for any other reason, in each case under applicable Environmental Laws; and (ii) none of the Company or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation any of the Company Subsidiaries has handled or disposed of any Environmental Law (as defined below) Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition or owned or operated any property or facility in effect on any manner that could reasonably be expected to form the basis for any present or before future Proceeding, charge, or demand against the Effective TimeCompany or any Company Subsidiary. (c) All properties and equipment used in the business of the Company currently holds all environmental approvalsand the Company Subsidiaries are now and have been free from any Hazardous Substance that would be material to the Company and the Company Subsidiaries, permitstaken as a whole, licenses, clearances, except for reasonable quantities of substances typically used and consents reasonably necessary for the conduct ordinary operation of Company’s Hazardous Material Activities the business of the Company and other businesses the Company Subsidiaries or the maintenance of any real property set forth on Section 4.15(a) of the Company Disclosure Schedule, so long as such activities substances are used, transported, stored and businesses are currently being conducted (collectively, “handled in accordance with applicable Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectLaws. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as has not been, and would not result, or reasonably be expected to resultbe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole: (i) the Company and its Subsidiaries are and, since December 31, 2014, have been in a compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Material Adverse EffectPermits required for their operations under applicable Environmental Laws; (ii) there is no Proceeding or Order pending or, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedto the Knowledge of the Company, such as by permits issued by a Governmental Entity), onto threatened pursuant to or under relating to any property occupied by Environmental Law against the Company or any affiliate of Companyits Subsidiaries; (iii) none of the Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, norwhich violation or liability is unresolved; (iv) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law; and (v) neither the Company nor any of its Subsidiaries has (A) entered into any agreement, the intent and express provisions of which require the Company or any Subsidiary to Company’s knowledgeindemnify, has reimburse, defend or hold harmless any Hazardous Material migrated beneath other Person from and against any liabilities arising pursuant to Environmental Law or (B) retained or assumed, contractually or by operation of law, liabilities pursuant to Environmental Law of any other Person, provided, in either case, that such propertiesrepresentation does not include such terms and conditions included in any credit agreements or similar financings, any real estate leases or any other agreements entered into in the ordinary course of business. (b) Except as would not resultThe Company has delivered or otherwise made available for inspection to Parent copies of any reports, investigations, audits, assessments (including Phase I or reasonably be expected to resultII environmental site assessments), individually studies or other material documents in the aggregate, in a possession of the Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is its Subsidiaries pertaining to: (i) any unresolved claims arising under or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected related to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, Orders or natural resource damages with respect Proceedings arising pursuant to Hazardous Materials. Environmental Law; (fii) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real in, on, beneath or adjacent to any property currently or formerly owned, leased, operated or occupied leased by the Company or any of its Subsidiaries; or (iii) the Company, including ’s or any environmental site assessment reportsof its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. (a) Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect, no Hazardous Material (as defined below) the Company and each of its Subsidiaries and each of the Mining Operations is and has been released by in compliance with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws; (except as specifically authorizedii) the Company and each of its Subsidiaries, such as by permits issued by a Governmental Entity)directly or through the Contractors possesses, onto has possessed and is and has been in compliance in all material respects with all applicable Environmental Permits; (iii) there are no Actions pending or, to the Knowledge of the Seller, threatened against either the Company or any of its Subsidiaries or to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is in violation of or has any Liability under Environmental Laws or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any property occupied by Site and no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the Company and its Subsidiaries under applicable Environmental Laws; (v) neither the Company nor any of its Subsidiaries nor to the Knowledge of the Seller either of the Contractors has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any affiliate of Companyits Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to any Site, norother than the Environmental Site Assessment dated March 8, 2010 by ▇▇▇▇ ▇. ▇▇▇▇ Company Mining and Geological Consultants made available to CompanyPurchaser; (vii) except for the Contract Mining Agreements, neither the Company nor any of its Subsidiaries 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; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Governmental Authority (except with regard to the transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Seller’s knowledgeDisclosure Schedule, neither the Company nor any of its Subsidiaries has entered into or is subject to, any Hazardous Material migrated beneath such propertiesjudgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (B) underground storage tanks, or (C) asbestos-containing material at the Real Property. (b) Except as would not result, or reasonably be expected Notwithstanding anything elsewhere in this agreement to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damagescontrary, the investigation or cleanup of Hazardous Materialsrepresentations and warranties in this Section 4.15 are the sole and exclusive representations and warranties in this Agreement concerning environmental matters, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, subject to the knowledge last sentence of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsSection 4.6(e).

Environmental. (a) Except as would not resultdisclosed in the ▇▇▇▇▇▇▇ Disclosure Memorandum or the ▇▇▇▇▇▇▇ Public Disclosure Documents: (i) each ▇▇▇▇▇▇▇ Material Entity has been and is operated in compliance with all applicable Environmental Laws, or reasonably except to the extent that a failure to be expected to resultin such compliance, individually or in the aggregate, in would not reasonably be expected to have a Company Material Adverse EffectEffect on the ▇▇▇▇▇▇▇ US Group; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any ▇▇▇▇▇▇▇ Material Entity of the real property, assets, mines and other facilities owned or used by any ▇▇▇▇▇▇▇ Material Entity 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 ▇▇▇▇▇▇▇, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of ▇▇▇▇▇▇▇, no proposals have been made to amend, revoke or replace such material Environmental Approvals; (iii) the properties comprising the US Mining Division have not been used by any ▇▇▇▇▇▇▇ Material Entity, or to the knowledge of ▇▇▇▇▇▇▇, any other person previously or currently in control of the properties comprising the US Mining Division, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Adverse Effect on the ▇▇▇▇▇▇▇ US Group. No ▇▇▇▇▇▇▇ Material Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledgethe knowledge of ▇▇▇▇▇▇▇, any other person in control of any of the properties comprising the US Mining Division, has caused or permitted the Release of any Hazardous Material migrated beneath such properties. (b) Except as would not resultSubstances at, in, on, under or reasonably be expected to resultfrom any of the properties comprising the US Mining Division, except in compliance, individually or in the 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 Company Material Adverse EffectEffect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, Company has not transportedall Hazardous Substances handled, stored, used, manufacturedrecycled, disposed of, released, treated or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect stored on or before off site of the Effective Time. (c) Company currently holds properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all environmental approvals, permits, licenses, clearances, and consents necessary for Environmental Laws except to the conduct of Company’s Hazardous Material Activities and other businesses of Company as extent that a failure to be in such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to resultcompliance, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of Company▇▇▇▇▇▇▇, there are no fact Hazardous Substances at, in, on, under or circumstance currently exists migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that is any failures to be in compliance would not reasonably likely be expected to involve Company in any material environmental litigation or impose upon Company any material environmental liability.have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; (eiv) Company no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions ▇▇▇▇▇▇▇ may be partially or wholly liable, has nottreated or disposed, either or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by agreement any Governmental Entity, or to ▇▇▇▇▇▇▇’▇ knowledge, any similar federal or state lists; (ii) to the knowledge of ▇▇▇▇▇▇▇, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (to Company’s knowledgeiii) which is the subject of enforcement actions by operation of lawany Governmental Entity that creates the reasonable potential for any proceeding, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect other claim against any ▇▇▇▇▇▇▇ Material Entity, except to Hazardous Materials. (f) Neither Company northe extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, no site or facility now or previously owned, operated or leased by any ▇▇▇▇▇▇▇ Material Entity is listed or, to the knowledge of Company▇▇▇▇▇▇▇, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group, no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions any ▇▇▇▇▇▇▇ Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of its agents▇▇▇▇▇▇▇’▇ of the ▇▇▇▇▇▇▇ US Group’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, possess copies natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of ▇▇▇▇▇▇▇ have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of any reports concerning ▇▇▇▇▇▇▇ Material Entity; and (vi) except to the presence extent that would not reasonably be expected to have a Material Adverse Effect with respect to the ▇▇▇▇▇▇▇ US Group, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Material Entity has received from any person or possible presence Governmental Entity any notice, formal or informal, of released Hazardous Materials on real property currently any proceeding, action, enforcement, order or formerly ownedother claim, leased, Liability or occupied by Company, including potential Liability arising under any environmental site assessment reportsEnvironmental Law that is pending as of the date hereof.

Environmental. (a) Except as to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) no written notice, no Hazardous Material (as defined below) claim, demand, request for information, Order, complaint or penalty has been released received by Company (except as specifically authorizedthe Company, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company New Seadrill or any affiliate of their Subsidiaries or other Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in threatened which allege a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, in each case relating to the knowledge of Company, New Seadrill or any of their Subsidiaries or other Debtors, (b) each of the Company, New Seadrill or any of their Subsidiaries and other Debtors has received (including timely application for renewal of the same) and maintains in full force and effect all environmental permits, licenses, certificates and other approvals, and maintains all financial assurances, in each case to the extent necessary for its agentsoperations to comply with all applicable Environmental Laws and is, possess copies and since January 1, 2015 has been, in compliance with the terms of such permits, licenses, certificates and other approvals and with all applicable Environmental Laws, (c) no Hazardous Material is located at, on or under any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, operated or occupied leased by the Company, including New Seadrill or any environmental site assessment reportsof their Subsidiaries or other Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any of the Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations that are asset retirement obligations to be incurred in the ordinary course of business and that are specified in the Exchange Act Documents, (d) no Hazardous Material has been Released, generated, treated, stored or handled by (or on behalf of) the Company, New Seadrill or any of their Subsidiaries or other Debtors, and no Hazardous Material has been transported to or Released at any location, in each case, in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations incurred in the ordinary course of business, and (e) there are no agreements in which any of the Debtors has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Laws that remains unresolved, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 3.20 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters arising under Environmental Laws.

Environmental. (a) Except as To the knowledge of the Seller, each of the Subsidiaries is and has been in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance would not result, or be reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesEffect on the applicable Subsidiary. (b) Except as The Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. None of the Subsidiaries or any other person in control of any Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Property, except in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not result, or be reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect. All Hazardous Substances handled, Company has not transported, stored, used, manufacturedrecycled, disposed of, released, treated or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect stored on or before off site of the Effective Time. (c) Company currently holds Properties by a Subsidiary or any other person for whose actions a Subsidiary may be partially or wholly liable have been handled, recycled, disposed of, treated and stored in compliance with all environmental approvals, permits, licenses, clearances, and consents necessary for Environmental Laws except to the conduct of Company’s Hazardous Material Activities and other businesses of Company as extent that a failure to be in such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits compliance would not result, or be reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Companythe Seller, there are no fact Hazardous Substances at, in, on, under or circumstance currently exists that is migrating from the Property, except in material compliance with all Environmental Laws. (c) To the knowledge of the Seller, none of the Subsidiaries or any other person for whose actions a Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the Properties in such a manner as: (i) would be reasonably likely to involve Company impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a Material Adverse Effect; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any material environmental litigation of the Properties or impose upon Company the assets of any material environmental liabilityof the Subsidiaries. (ed) Company None of the Subsidiaries has notreceived any notice, either by agreement formal or (to Company’s knowledge) by operation informal, of lawany proceeding, assumed action or undertaken any other claim, liability (including future or contingent liabilities) of another person or entity potential liability arising under any Environmental LawLaws, including from any obligation for investigationperson related to any of the Properties which is pending as of the date hereof, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, except to the knowledge of Company, any of its agents, possess copies of any reports concerning extent the presence or possible presence of released Hazardous Materials same would not have a Material Adverse Effect on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsthe Subsidiaries.

Environmental. (a) Except as would not resultdisclosed by New Gold: (i) The New Gold Properties have been operated in compliance with all applicable Environmental Laws, or reasonably except to the extent that a failure to be expected to resultin such compliance, individually or in the aggregate, in would not reasonably be expected to have a Company Material Adverse EffectEffect on New Gold. (ii) The New Gold Properties have not been used to generate, no manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of CompanyAdverse Effect on New Gold. Neither New Gold, nor, to Company’s knowledgethe knowledge of New Gold, any other person in control of any New Gold Property, has caused or permitted the Release of any Hazardous Material migrated beneath such properties. (b) Except as would not resultSubstances at, in, on, under or reasonably be expected to resultfrom any New Gold Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Company Material Adverse EffectEffect on New Gold. All Hazardous Substances handled, Company has not transported, stored, used, manufacturedrecycled, disposed of, released, treated or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect stored on or before off site of the Effective Time. (c) Company currently holds New Gold Properties have been handled, recycled, disposed of, treated and stored in material compliance with all environmental approvals, permits, licenses, clearances, and consents necessary for Environmental Laws except to the conduct of Company’s Hazardous Material Activities and other businesses of Company as extent that a failure to be in such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits compliance would not result, or be reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectEffect on New Gold. To the knowledge of CompanyNew Gold, there are no fact Hazardous Substances at, in, on, under or circumstance currently exists migrating from any New Gold Property, except in material compliance with all Environmental Laws and except to the extent that is any failures to be in compliance would not reasonably likely be expected to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityhave a Material Adverse Effect on New Gold. (eiii) Company Neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable, has nottreated or disposed, either or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by agreement any Governmental Entity; (ii) to the knowledge of New Gold, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (to Company’s knowledgeiii) which is the subject of enforcement actions by operation of lawany Governmental Entity that creates the reasonable potential for any proceeding, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company norother claim against New Gold. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold is listed or, to the knowledge of CompanyNew Gold, is 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. (iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of its agentsthe New Gold Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, possess copies natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the New Gold Properties or the assets of New Gold. (v) 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, New Gold has not received from any person or Governmental Entity any notice, formal or informal, of any reports concerning proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsdate hereof.

Environmental. (a) Except as would not resulthave, or and would not reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, no Hazardous Material (as defined below) has been released by and since January 1, 2020 have been, in compliance with all applicable Environmental Laws, including possessing all Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or Permits required for their operations under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.applicable Environmental Laws; (b) Except as would not resultthere is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or reasonably be expected to result, individually any of its Subsidiaries has been or is in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, violation or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) potentially in violation of any applicable Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvalsotherwise may be liable under any applicable Environmental Law, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, which violation or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect.liability is unresolved; (d) No legal actionneither the Company nor any of its Subsidiaries (i) is a party or subject to any Order pursuant to Environmental Law (ii) to the Knowledge of the Company, proceedinghas exposed any person to any Hazardous Material that would give rise to liability (contingent or otherwise) pursuant to Environmental Law; or (iii) has assumed, revocation proceeding, amendment procedure, writ, undertaken or injunction is pending and, provided an indemnity with respect to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, any liability (contingent or injunction has been threatened by otherwise) of any Governmental Entity against Company concerning other Person relating to any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity Law; and (e) to the Knowledge of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, with respect to the Owned Real Property and the Leased Real Property, there have been no fact Releases on or circumstance currently exists underneath any of such real properties that has caused environmental contamination at such real properties that is reasonably likely to involve Company result in any material an obligation to remediate such environmental litigation contamination pursuant to applicable Environmental Law or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (result in liability pursuant to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any applicable Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages Law with respect to Hazardous Materialsremediation conducted by other Persons. The representations and warranties set forth in this Section 4.18 are the Company’s sole and exclusive representations with respect to environmental matters in this Agreement. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as To the knowledge of the Company, each of the Company and its Subsidiaries and any predecessors thereof has been and is in compliance with all Environmental Laws, except for noncompliance that would not result, or reasonably be expected to resultnot, individually or in the aggregate, in have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released which compliance includes the possession by the Company (except as specifically authorizedand its Subsidiaries of material permits and other governmental authorizations required for their operations under applicable Environmental Laws, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesand compliance with the terms and conditions thereof. (b) Except as would not result, or reasonably be expected to result, individually or in Neither the aggregate, in a Company Material Adverse Effect, Company nor any of its Subsidiaries has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation received written notice of any Environmental Law (as defined below) in effect on Claims against the Company or before any Subsidiary or written notice that the Effective TimeCompany or any of its Subsidiaries or any predecessor of any of the foregoing may be potentially liable under or received any written requests for information or other written correspondence or written notice that it is considered potentially liable for any contamination by Hazardous Substances or noncompliance with Environmental Laws. (c) To the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor of any of the foregoing (including, without limitation, soils and surface and ground waters) have been contaminated by the dumping, discharge, spillage, disposal or other Release of Hazardous Substances. To the knowledge of the Company, with respect to the real property currently owned, leased or operated by the Company currently holds all environmental approvalsor any of its Subsidiaries, permits, licenses, clearances, and consents necessary for the conduct there have been no Releases of Company’s Hazardous Material Activities and other businesses Materials that require a Cleanup or is part of Company as such activities and businesses are currently being conducted (collectively, “an Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectClaim. (d) No legal actionAll waste containing any Hazardous Materials generated, proceedingused, revocation proceedinghandled, amendment procedurestored, writ, treated or injunction is pending and, to disposed of (directly or indirectly) by the Company has been released or disposed of in material compliance with all applicable Environmental Laws and reporting requirements. (e) To the Company’s knowledge, no actionbuilding or other improvement located on the properties currently owned, proceeding, revocation proceeding, amendment procedure, writ, leased or injunction has been threatened operated by any Governmental Entity against the Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning Subsidiaries (to the presence extent such building or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or is occupied by Company, including the Company or any environmental site assessment reportsof its Subsidiaries) contains any friable asbestos or friable asbestos-containing materials.

Environmental. (a) Except as for such matters that have not resulted, and would not result, or reasonably be expected to result, individually in any liability that is material to the Company and its Subsidiaries, taken as a whole, or otherwise require disclosure under the Securities Act: (i) The Company and its Subsidiaries are in compliance with all applicable Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of Permits required or necessary for their operations under Environmental Laws, and compliance with the terms and conditions thereof, and neither the Company nor any of its Subsidiaries has received any written (or, if oral, reasonably likely to result in a formal notice or proceeding) notice or communication alleging that any of them are not in such compliance, and, to the Knowledge of the Company, there are no circumstances reasonably likely to prevent or interfere with such compliance in the aggregate, in a Company Material Adverse Effect, future; (ii) There is no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto Environmental Claim pending or under any property occupied by threatened against or affecting the Company or any affiliate Subsidiary that would reasonably be expected to result in liability to the Company or any of Companyits Subsidiaries; (iii) There are no past or present actions, noractivities, to Company’s knowledgecircumstances, has conditions, events or incidents, including, without limitation, the Cleanup of any Hazardous Material migrated beneath such propertiesMaterials that could reasonably be expected to (A) form the basis of any Environmental Claim against the Company or any of its Subsidiaries, or (B) otherwise result in any costs or liability to the Company or any of its Subsidiaries, or against any other Person for or to whom the Company or any of its Subsidiaries are responsible, under Environmental Law; and (iv) Neither the Company nor any of its Subsidiaries has assumed or retained, by Contract or operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials that could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Except as would not result, or reasonably be expected to result, individually or in Neither the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed nor any of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of Subsidiaries is required by any Environmental Law or by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (as defined belowi) in effect on to perform a site assessment for Hazardous Materials, (ii) to remove or before the Effective Timeremediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Entity or any other Person, or (iv) to record or deliver to any Person any disclosure document or statement pertaining to environmental matters. (c) The Company currently holds has made available to Parent any and all environmental approvals, permits, licenses, clearanceswritten (including electronic) communications with or documentation from any Person regarding any alleged violation of Environmental Laws, and consents necessary for the conduct all assessments, reports, data, results of Company’s Hazardous Material Activities investigations or audits, and other businesses information that is in the possession of or reasonably available to the Company as such activities or its Subsidiaries regarding environmental matters relating to the Company or any of its Subsidiaries, or the compliance (or noncompliance) by the Company and businesses are currently being conducted (collectivelyits Subsidiaries with any Environmental Laws, “Environmental Permits”)except, except where the absence of such Environmental Permits in each case, those documents or communications that would not result, or reasonably be expected considered material or currently relevant to result, individually the Company or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Materialof its Subsidiaries, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilitytheir operations. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would not resultbe reasonably likely to result in material liability to the Company, the Company has not (i) operated any underground storage tanks at any property that the Company has at any time owned, operated, occupied or leased; or (ii) released any substance that has been designated by any Governmental Entity or by applicable Law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the federal Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said Laws (a “Hazardous Material”). Except as would not be reasonably be expected likely to result, individually or result in material liability to the aggregate, in a Company Material Adverse EffectCompany, no Hazardous Material (Materials are present, as defined below) has been released by a result of the actions of the Company (except or, to the Company’s Knowledge, as specifically authorizeda result of any actions of any third party or otherwise, such as by permits issued by a Governmental Entity)in, onto on or under any property property, including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesleased. (bi) Except as would not resultbe reasonably likely to result in material liability to the Company, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, released or exposed its employees or others to, to Hazardous Materials in violation of any Law nor (collectivelyii) has the Company or any of such subsidiaries disposed of, transported, sold, or manufactured any product containing a Hazardous Material (any or all of the foregoing being collectively referred to as “Hazardous Materials Activities”) ), in violation of any Environmental Law (as defined below) in effect on promulgated to prohibit, regulate or before the Effective Timecontrol Hazardous Materials or any Hazardous Materials Activity. (c) Except as would not be reasonably likely to result in material liability to the Company, the Company has not, the Company currently holds all environmental approvals, permits, licenses, clearances, and consents Licenses necessary for the conduct of Company’s their respective Hazardous Material Activities Activities, if any, and other businesses of Company business as such activities and businesses business are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effectconducted. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction Action is pending andor, to the Knowledge of the Company’s knowledge, no actionthreatened, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, Material or any Hazardous Materials Activity of Companythe Company or any Licenses relating thereto. The Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup not aware of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no any fact or circumstance currently exists that is reasonably likely to which could involve the Company in any material environmental litigation or impose upon the Company any material environmental liability. (e) The Company has not, either by agreement or not received any notice (to Company’s knowledgei) by operation alleging any of law, assumed or undertaken any liability the items in Sections 6.244(a) through (including future or contingent liabilitiesd) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materialsabove. (f) Neither The Company noris not subject to any orders, decrees or injunctions by any Governmental Entity or is subject to the knowledge of Company, any of its agents, possess copies of indemnity agreement with any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including third party addressing liability under any environmental site assessment reportsEnvironmental Law.

Environmental. (a) Except as described in SCHEDULE I: (i) the Business is and has been, and the associated Assets are, in compliance in all material respects with Environmental Laws, except where the failure to be in compliance would not resultresult in a Material Adverse Change; (ii) the Corporation and the Subsidiaries have obtained all permits, licences and authorizations required under Environmental Laws for the operation of the Business, or reasonably be expected to resultany part thereof, individually or in (the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence failure to possess any such Environmental Permit would not reasonably be expected to result in a Material Adverse Change. All of such Environmental Permits would not resultare described in SCHEDULE H. Each such Environmental Permit is valid and subsisting, and none of the Corporation or reasonably be expected to result, individually the Subsidiaries is in default or in the aggregatebreach, in a Company Material Adverse Effect. (d) No legal actionany material respect, proceeding, revocation proceeding, amendment procedure, writ, or injunction of any of such Environmental Permits and no proceeding is pending andor, to Company’s knowledgethe Knowledge of the Sellers, no actionThreatened to revoke, proceeding, revocation proceeding, amendment procedure, writ, amend or injunction has been threatened by any Governmental Entity against Company concerning limit any Environmental Permit. Subject to receipt of Required Consents, Hazardous Materialnone of the Environmental Permits will become void, or any Hazardous Materials Activity be in default, as a result of Company. Company this Agreement or the completion of the transactions contemplated in this Agreement; (iii) none of the Corporation or the Subsidiaries has received no written notification that it is or may be liable for natural resource damagesnotice of, the investigation or cleanup of Hazardous Materialsnor been prosecuted for, an offence alleging violation of, or for the response costs incurred by others in conducting such investigation or cleanupnon-compliance with, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effectany Environmental Laws. To the knowledge Knowledge of Companythe Sellers, there are no fact facts that could give rise to a notice of non-compliance with any Environmental Law which would result in a Material Adverse Change. None of the Corporation or circumstance currently exists that is reasonably likely the Subsidiaries has received written notice of or have knowledge, to involve Company in the Knowledge of the Sellers, of a threatened order of a Government Authority relating to Environmental Laws requiring any material environmental litigation work, repairs, construction or impose upon Company any material environmental liability.capital expenditures to be made with respect to the Business or Assets; (eiv) Company none of the Corporation or the Subsidiaries has notreceived written notice or have knowledge, either to the Knowledge of the Sellers, of a threatened proceeding by agreement a Governmental Authority, or a lawsuit, making a demand for damages or alleging other potential liability with respect to violations of Environmental Laws; (v) none of the Corporation or the Subsidiaries has used the Assets to Company’s knowledgegenerate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance except in compliance with Environmental Laws in all material respects; (vi) none of the Corporation or the Subsidiaries has caused or permitted the release of any Hazardous Substance in, under or on its Real Property except in compliance with Environmental Laws in all material respects; (vii) the Corporation and the Subsidiaries have provided the Buyer with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental assessments or audits relating to the Corporation and the Subsidiaries that are in the possession or control of the Corporation and the Subsidiaries; (viii) the Corporation and the Subsidiaries maintained all environmental and operating documents and records in the manner and for the time periods required by operation of law, assumed or undertaken Environmental Laws; and (ix) neither the Corporation nor the Subsidiaries has breached any liability (including future or contingent liabilities) of another person or entity under obligation to report to any Governmental Authority imposed by any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse EffectChange: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any environmental laws, in each case relating to the Company, (b) the Company has received (including timely application for renewal of the same), and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable environmental laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable environmental laws, (c) to the Knowledge of the Company, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedhazardous material is located at, such as by permits issued by a Governmental Entity), onto on or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedoperated or leased by Parent or any of the Subsidiaries that would reasonably be expected to give rise to any cost, liability or occupied obligation of any of the Parent or any of its Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no hazardous material has been released, generated, owned, treated, stored or handled by CompanyParent or any of its Subsidiaries, and no hazardous material has been transported to or released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Parent or any of the Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (e) there are no agreements in which Parent or any of the Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to environmental laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Backstop Parties prior to the Execution Date. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 3.15 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to environmental site assessment reportslaws or hazardous materials.

Environmental. (a) Except as for matters that would not result, or reasonably be expected to resultnot, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect on Parent: (i) Parent and its Subsidiaries have complied at all times with all applicable Environmental Laws and all Parent Permits issued pursuant to Environmental Laws, Company (ii) to the Knowledge of Parent, no property currently owned or operated by Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) contains or is contaminated with any Hazardous Substance of a type or quantity which would reasonably be expected to require remediation pursuant to any Environmental Law, (iii) to the Knowledge of Parent, no property formerly owned or operated by Parent or any of its Subsidiaries contained or was contaminated with any Hazardous Substance during or prior to such period of ownership or operation of a type or quantity which would reasonably be expected to require remediation pursuant to any Environmental Law, (iv) none of Parent or any of its Subsidiaries is liable for any Hazardous Substance release, disposal or contamination on any third party property, (v) neither Parent nor any of its Subsidiaries has not transportedreceived any notice, storeddemand, usedletter, manufactured, disposed of, released, claim or exposed request for information alleging that Parent or any of its employees Subsidiaries is or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) may be in violation of or subject to liability under any Environmental Law (as defined below) in effect on including claims of exposure, personal injury or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”property damage), except where the absence (vi) neither Parent nor any of such Environmental Permits would not resultits Subsidiaries is party to any proceeding, or subject to any order, decree, injunction, indemnity or other agreement with any Governmental Entity or any third party resolving or relating to violations of or liability under any Environmental Law or liability with respect to Hazardous Substances and (vii) there are no other circumstances or conditions involving Parent or any of its Subsidiaries, or their respective properties or operations, including, to the Knowledge of Parent, any pending Environmental Law, that would reasonably be expected to resultresult in any claim, individually liability, investigation, increased costs to comply or in restriction on the aggregateoperation, in a Company Material Adverse Effect. (d) No legal actionownership, proceeding, revocation proceeding, amendment procedure, writuse, or injunction is pending and, transfer of any property or operation pursuant to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (ai) Except as Lessee and its Subsidiaries are in compliance with all applicable Environmental Laws and Environmental Permits, and to Lessee's knowledge, no circumstances exist that would not resultprevent or interfere with such compliance during the term of the Lease, or reasonably be expected except to resultthe extent that any such non-compliance, individually or in the aggregate, in would not have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.; (bii) Except as would not resultLessee and its Subsidiaries have obtained all Environmental Permits required for the occupancy and operation of their property, or reasonably be expected equipment, and facility, except to resultthe extent that any such failure to obtain such Environmental Permits, individually or in the aggregate, in would not have a Company Material Adverse Effect; (iii) there are no past, Company has not transported, stored, used, manufactured, disposed of, releasedpending, or exposed threatened Environmental Claims against Lessee or its employees or others toSubsidiaries, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation and Lessee is not aware of any Environmental Law (as defined below) in effect on facts or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or circumstances which could reasonably be expected to resultform the basis for any Environmental Claim against Lessee or its Subsidiaries, except to the extent that any such Environmental Claims if adversely decided, individually or in the aggregate, in would not have a Company Material Adverse Effect; (iv) except as expressly set forth in the Environmental Audit and on Exhibit R, no Hazardous Materials are present, no Releases of Hazardous Materials have occurred at, from, in, on, under, to, or adjacent to the Property during such time as Lessee has been in possession of the Property, and to Lessee's knowledge, no Releases of Hazardous Materials have ever occurred at, from, in, on, under, to, or adjacent to the Property; (v) Lessee and its Subsidiaries have not transported, disposed of, or arranged for the treatment, storage, handling or disposal of any Hazardous Materials at any off-site location which is an Environmental Cleanup Site; (vi) No facility or property now owned, operated or leased by Lessee or its Subsidiaries is or was previously an Environmental Cleanup Site; and no facility or property previously owned, operated or leased by Lessee or its Subsidiaries was an Environmental Cleanup Site during the time of Lessee's ownership. (dvii) No legal actionThere are no Liens arising under or pursuant to Environmental Law on any property, proceeding, revocation proceeding, amendment procedure, writfacility, or injunction is pending andequipment currently owned, to Company’s knowledgeoperated or leased by Lessee or its Subsidiaries, and there are no actionfacts, proceeding, revocation proceeding, amendment procedure, writ, circumstances or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification conditions that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or could reasonably be expected to result, individually or result in the aggregate, in imposition of such a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability.Lien; and (eviii) Company has notCosts of compliance with applicable Environmental Laws and Environmental Permits in connection with the Property or Lessee's or its Subsidiaries' operations, either by agreement or (are not expected to Company’s knowledge) by operation materially increase during the term of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materialsthis Lease. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as has not been, and would not result, or reasonably be expected to resultbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (a) the Company and its Subsidiaries are and for the last three years, have been in a Company Material Adverse Effectcompliance with all applicable Environmental Laws, no Hazardous Material (as defined below) has been released including the possession of and compliance with all Permits required by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.applicable Environmental Law; (b) Except as As of the date hereof, (i) there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened under any Environmental Law against the Company or any of its Subsidiaries and (ii) none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective predecessors has received for the last three years any written notice or request for information alleging that the Company or any of its Subsidiaries has been or is in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (c) As of the date hereof, there have been no actual or, to the Knowledge of the Company, threatened Releases of Hazardous Materials by the Company or any of its Subsidiaries or any other Person at, on, from, off or underneath any Company Real Property or, to the Knowledge of the Company, any real property formerly owned, operated or leased by the Company or any of its Subsidiaries that would not result, or reasonably be expected to result, individually or in the aggregate, result in a requirement for investigation, notification or remediation by or liability of the Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed any of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Subsidiaries under applicable Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect.Law; and (d) No legal action, proceeding, revocation proceeding, amendment procedure, writThe Company has delivered to, or injunction is pending andhas otherwise made available for inspection by Parent, to Company’s knowledgeall material Phase I or Phase II environmental reports and similar material environmental assessments, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against audits and reports in the possession of the Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity Subsidiary of the Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would set forth in Schedule 3.13(a), the Company and each of its Subsidiaries is in compliance with all applicable Environmental Laws (as defined below) (which compliance includes, but is not resultlimited to, or reasonably the possession by the Company and each of its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except such failures to be expected to resultin compliance, individually or in the aggregate, in as have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication, whether from a Governmental Entity, citizens group, employee or otherwise, alleging that the Company or any of its Subsidiaries is not in compliance with Environmental Laws, and there are no past or present actions, activities, circumstances, conditions, events or incidents that are reasonably likely to prevent or interfere with such compliance in the future. (b) Except as set forth in Schedule 3.13(b), there is no Environmental Claim (as defined below) pending or, to the best knowledge of the Company, threatened, against the Company or any of its Subsidiaries or, to the best knowledge of the Company, against any Person whose liability for any Environmental Claim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, in each case which has had or would reasonably be expected to have a Material Adverse Effect. (c) Except as set forth in Schedule 3.13(c), there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Release or presence of any Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or which could reasonably be expected to result, individually or in form the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation basis of any Environmental Law (as defined below) in effect on Claim against the Company or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct any of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not resultits Subsidiaries, or to the best knowledge of the Company, against any Person whose liability for any Environmental Claim the Company has or may have retained or assumed either contractually or by operation of law, in each case which has had or would reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. The Company has received no written notification that it is delivered or may be liable otherwise made available for natural resource damagesinspection to Purchaser true, complete and correct copies and results of any reports, studies, analyses, tests or monitoring possessed by the investigation Company or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agentsSubsidiaries which have been prepared since January 1, possess copies of any reports concerning the presence or possible presence of released 1997 pertaining to Hazardous Materials on real in, on, beneath or adjacent to any property currently or formerly owned, leasedoperated or leased by the Company or any of its Subsidiaries, or occupied by regarding the Company's or any of its Subsidiaries' compliance with applicable Environmental Laws. (e) For purposes of this Agreement, including any environmental site assessment reports."Cleanup" means all actions required to: (i) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment; (ii) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment;

Environmental. (a) Except as for noncompliance that would not result, have or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) each of the Company and its Subsidiaries is in compliance with all, and has been released not violated any, Environmental Laws, which compliance includes the possession by the Company (except as specifically authorizedand its Subsidiaries of permits and other governmental authorizations required for their operations under Environmental Laws, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesand compliance with the terms and conditions thereof. (b) Except as There is no Environmental Claim pending against or, to the Knowledge of Company, threatened against or affecting the Company or any Subsidiary that would not result, have or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) There are no and have been no releases or threatened releases of Hazardous Materials by or on behalf of the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other Person, including with respect to the Company Real Property currently holds all environmental approvalsowned, permitsleased or operated by the Company or any of its Subsidiaries or any other location (including any other currently or formerly owned, licenses, clearances, and consents necessary leased or operated property or location used for the conduct storage, disposal, recycling or other handling of Company’s any Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”Materials), that require a Cleanup or that could reasonably be expected to result in liability of the Company or any of its Subsidiaries under any Environmental Law, except where the absence of such Environmental Permits for any Cleanup or liability that would not result, have or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal actionNeither the Company nor any of its Subsidiaries has assumed or retained, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending andby Contract or, to the Knowledge of the Company’s knowledge, no actionby operation of law, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning obligation under any Environmental Permit, Hazardous Material, Law or concerning any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, have or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) The Company has not, either by agreement or (made available to Company’s knowledge) by operation Parent copies of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any all material Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, Reports containing material information to the knowledge extent in the possession or reasonably within the control of Company, the Company or any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsSubsidiaries.

Environmental. (a) Except as would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) the Company and each of its Subsidiaries are in compliance with all, no Hazardous Material and have not violated any, applicable Environmental Laws (as defined below); (b) the Company and each of its Subsidiaries possess and comply with, and have not violated any, Permits required under Environmental Law for their respective operations as currently and since the beginning of the last complete fiscal year prior to the date hereof have been conducted, and neither the Company nor any of its Subsidiaries has been released by received any notice that, and to the Knowledge of the Company there is no basis for any such Permit to be revoked, not re-issued, or adversely modified; (except as specifically authorizedc) there are no Actions pending or, such as by permits issued by a Governmental Entity)to the Knowledge of the Company, onto threatened against or under any property occupied by affecting, the Company or any affiliate of Company, nor, to Company’s knowledge, has its Subsidiaries alleging any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilitiesi) of another person or entity under any Environmental Law, including or (ii) arising out of the presence or release of any obligation for investigationsubstance or material listed, cleanupclassified or regulated by any Governmental Entity as toxic or hazardous, corrective actionas a pollutant or contaminant, or natural resource damages with respect to Hazardous Materials. as any other words having the same or similar meaning (f“Materials of Environmental Concern”); (d) Neither neither the Company nor, to the knowledge of Company, nor any of its agents, possess copies Subsidiaries is subject to or affected by any Order under any Environmental Law or regarding any Materials of Environmental Concern; (e) neither the Company nor any reports concerning the presence or possible presence of its Subsidiaries has released Hazardous any Materials on real of Environmental Concern at any property currently or formerly ownedowned or operated by any of them and, leasedto the Knowledge of the Company, no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company or any of its Subsidiaries or any other location (including any facility for the treatment, storage, or occupied disposal of Materials of Environmental Concern), in such circumstances or under such conditions that could reasonably be expected to result in liability to the Company or any of its Subsidiaries pursuant to Environmental Laws or adversely affect any of them; and (f) neither the Company nor any of its Subsidiaries has assumed or retained, by contract or, to the Knowledge of the Company, including by operation of Law, any liability under Environmental Laws or regarding any Materials of Environmental Concern. As used herein, “Environmental Laws” means Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by environmental site assessment reportsconditions or by exposure to Materials of Environmental Concern.

Environmental. Except as disclosed in any Camden SEC Report, any Phase I Environmental Site Assessment prepared by or for the benefit of Camden, or in Section 6.12 of the Disclosure Schedule: (a) Except To the knowledge of Camden, each of Camden and its subsidiaries, any Participation Facilities and any property in which Camden or any of its subsidiaries holds a security interest, and where required by the context, the Loan Properties, are, and have been, in material compliance with all applicable environmental laws and with all rules, regulations, standards and requirements of the EPA and of state and local agencies with jurisdiction over pollution or protection of the environment. (b) There is no suit, claim, action or proceeding pending or, to the knowledge of Camden and its subsidiaries, threatened, before any Governmental Entity or other forum in which Camden or any of its subsidiaries or, to the knowledge of Camden, any Participation Facility has been or, with respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of any Hazardous Materials or Oil whether or not occurring at or on a site owned, leased or operated by Camden or any of its subsidiaries or any Participation Facility, except as have not been or would not resultbe material. (c) To the knowledge of Camden, there is no suit, claim, action or proceeding pending or threatened, before any Governmental Entity or other forum in which any Loan Property has been or, with respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of any Hazardous Material or Oil whether or not occurring at or on a site owned, leased or operated by a Loan Property, except as have not been or would not be material. (d) Neither Camden nor any of its subsidiaries, nor to their knowledge any Participation Facility or any Loan Property, has received any notice regarding a matter on which a suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be based. No facts or circumstances have come to Camden s nor any of its subsidiaries attention which have caused it to believe that a material suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be expected to resultoccur. (e) To the knowledge of Camden, during the period of (i) Camden s and its subsidiaries ownership or operation of any of their respective current properties, (ii) Camden s and its subsidiaries participation in the management of any Participation Facility, or (iii) Camden s and its subsidiaries holding of a security interest in a Loan Property, there has been no release or presence of Hazardous Material or Oil in, on, under or affecting such property of Camden or such Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in the aggregate, be material. To the knowledge of Camden and its subsidiaries, prior to the period of (Camden s and its subsidiaries ownership or operation of any of their respective current properties or any previously owned or operated properties, (y) Camden s and its subsidiaries participation in the management of any Participation Facility, or (z) Camden s and its subsidiaries holding of a security interest in a Company Material Adverse EffectLoan Property, there was no release or presence of Hazardous Material (as defined below) has been released by Company (or Oil in, on, under or affecting any such property, Participation Facility or Loan Property, except as specifically authorizedwhere such release or presence is not or would not, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, either individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Timebe material. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would not resultset forth in Section 4.18(a) of the Company Disclosure Letter, to Knowledge of the Company, each of the Company and the Company Subsidiaries, and their respective predecessors and Affiliates has complied with all applicable Environmental Laws, and no action, suit, Proceeding, hearing, investigation, charge, complaint, claim, demand, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) notice has been released by Company (except as specifically authorizedfiled, such as by permits issued by a Governmental Entity), onto commenced or under any property occupied by Company or any affiliate to the Knowledge of the Company, northreatened against any of them alleging any failure to so comply. Without limiting the generality of the preceding sentence, to each of the Company’s knowledge, the Company Subsidiaries and their respective predecessors and Affiliates has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or obtained and been in compliance with all of the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation material terms and conditions of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permitsPermits, licenses, clearancesand other authorizations which are required under, and consents necessary for the conduct of Company’s Hazardous Material Activities have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and other businesses of Company as such activities and businesses timetables which are currently being conducted (collectivelycontained in, “all Environmental Permits”)Laws, except where the absence of such Environmental Permits would non-compliance is not result, or reasonably be expected likely to result, individually or in the aggregate, result in a Company Material Adverse Effect. (db) No legal actionExcept as set forth in Section 4.18(b) of the Company Disclosure Letter, proceedingto the Knowledge of the Company, revocation proceedingnone of the Company or any of the Company Subsidiaries has any material liability (and none of the Company, amendment procedurethe Company Subsidiaries or their respective predecessors and Affiliates has handled or disposed of any Hazardous Substance, writarranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, owned or injunction has been threatened by operated any Governmental Entity against Company concerning property or facility in any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification manner that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or could reasonably be expected to resultform the basis for any present or future action, individually suit, proceeding, hearing, investigation, charge, complaint, claim, or in demand against the aggregate, in Company or any Company Subsidiary giving rise to a Company Material Adverse Effect. To the knowledge ) for damage to any site, location, or body of Companywater (surface or subsurface), no fact for any illness of or circumstance currently exists that is reasonably likely personal injury to involve Company in any material environmental litigation employee or impose upon Company other individual, or for any material environmental liabilityreason under applicable Environmental Laws. (ec) Company has not, either by agreement or (to Company’s knowledge) by operation All properties and equipment used in the business of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsSubstance.

Environmental. (a) Except as would not resultNone of the real properties currently or formerly owned, leased or operated by any Seller (including groundwater under such real properties) (the “Properties”) is the subject of federal or state investigation regarding a release of any Hazardous Materials into the environment, nor, to the Knowledge of Sellers, have any Hazardous Materials been stored, used, or released, in a quantity or manner at or on the Properties or at any off-site location, which would reasonably be expected to resultresult in any obligations to pay for or perform any remedial action, that would, individually or in the aggregate, in have a Company Sellers Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would Sellers have not result, received any written or reasonably be expected to resultother notice from any Governmental Entity or any other Person regarding any pending or threatened Proceedings or other liability regarding the disposal of Hazardous Materials or any alleged violation of or other liability under Environmental Laws where such actions or proceedings would, individually or in the aggregate, in have a Company Sellers Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvalsTo the Knowledge of Sellers, permits, licenses, clearances, and consents necessary for no Seller has any liability in connection with any release of any Hazardous Materials into the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “environment or related to compliance with Environmental Permits”)Laws, except where the absence of such Environmental Permits liability would not result, or reasonably be expected to resultnot, individually or in the aggregate, in have a Company Sellers Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has The Air Emissions Credits and Allowances identified on Schedule 2.1(m) have been threatened validly obtained by any Governmental Entity against Company concerning any Sellers in compliance with applicable Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityLaws. (e) Company has notSellers have delivered or made available to Buyer complete and accurate copies of all material environmental reports, either audits, and assessments prepared by agreement or (for the Sellers that are in the Sellers’ possession, as well as all material correspondence with Governmental Authorities or other Persons relating to Company’s knowledge) by environmental conditions or environmental compliance matters at the Facilities and the Properties and concerning the operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materialsthe Business. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would where a violation or failure is not result, or reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect, no (i) keep any material property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent with written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (as defined belowiv) provide the Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that a material Environmental Lien has been released filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order to the extent that any of the foregoing are reasonably likely to have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by Company any Loan Party or any of its Subsidiaries (except as specifically authorizedor its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such as by permits issued Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Entity)Authority relating to the presence or Release of such Hazardous Materials, onto or under (D) any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law and/or (as defined belowE) in effect on any Environmental Action filed against the Agent or before any Lender to the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for extent that any of the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or foregoing is reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (ai) Except as The operation of the business of each of the Corporation and its Subsidiaries, the property and assets owned or used by the Corporation and its Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws (except where non-compliance would not resulthave a Material Adverse Effect in respect of the Corporation). Each of the Corporation and its Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of the Corporation). None of the Corporation and its Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of the Corporation and its Subsidiaries have been convicted of an offence for non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction, (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation). There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter existing or pending, or reasonably be expected to resultthe best knowledge of the Corporation, individually threatened, relating to the property or in assets owned or used by the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company Corporation or any affiliate of Companyits Subsidiaries, nor, relating in any way to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesthe Environmental Laws. (bii) Except as Each of the Corporation and its Subsidiaries has obtained all Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets (except where the failure to obtain any such permit would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect in respect of the Corporation), Company has not transportedall such Environmental Permits are in effect, storedno appeal and no other action is pending to revoke any such permit, used, manufactured, disposed of, released, license or exposed its employees or others to, Hazardous Materials authorization (collectively, “Hazardous Materials Activities”) in violation except where revocation of any such permit would not have a Material Adverse Effect in respect of the Corporation) and the operation of the business of each of the Corporation and its Subsidiaries, the property and assets owned by each the Corporation and its Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Law Permits (as defined below) except where such non-compliance would not have a Material Adverse Effect in effect on respect of the Corporation). To the extent required by applicable Environmental Laws, each of the Corporation and its Subsidiaries has filed all applications necessary to renew or before the Effective Time. (c) Company currently holds all environmental approvals, obtain any necessary permits, licenses, clearancesor authorizations in a timely fashion so as to allow it to continue to operate its business in compliance with applicable Environmental Laws, and consents necessary for the conduct of Company’s Hazardous Material Activities and Corporation does not expect such new or renewed licenses, permits or other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, authorizations to include any terms or reasonably be expected to result, individually or in the aggregate, in conditions that will have a Company Material Adverse EffectEffect in respect of the Corporation. (diii) No legal actionEach of the Corporation and its Subsidiaries has, proceedingat all times, revocation proceedingused, amendment proceduregenerated, writtreated, stored, transported, disposed of or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any otherwise handled its Hazardous Substances in compliance with all Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting Laws and Environmental Permits (except where such investigation or cleanup, which, in either case non-compliance would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. To Effect in respect of the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilityCorporation). (eiv) Company has notNone of the Corporation and its Subsidiaries is, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company norand, to the knowledge of Companythe Corporation, there is no reasonable basis upon which the Corporation or any of its agentsSubsidiaries could become, possess copies responsible for any material clean-up or corrective action under any Environmental Laws. All audits, assessments and studies with respect to environmental matters relating to the Corporation or any of its Subsidiaries have been referenced in the Disclosure Letter. (v) There are no past or present (or, to the best of the Corporation's knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect on the date hereof or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any reports concerning claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the presence manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedhandling, or occupied the Release or threatened Release into the indoor or outdoor environment by Companythe Corporation or any of its Subsidiaries of any Hazardous Substances (except, including in any event, where it would not have a Material Adverse Effect in respect of the Corporation). (vi) Prior to the Effective Time, the Corporation shall allow the Acquiror to conduct at its expense such audits, assessments and studies deemed necessary by the Acquiror to satisfy itself of the status of the environmental site assessment reportsmatters and accuracy of the representations and warranties contained in this Agreement.

Environmental. (a) Except as set forth on Schedule ‎3.08(a) and as otherwise would not result, or reasonably be expected to resultbe material to the Purchased Business or materially delay or impair any of the transactions contemplated hereby: (i) since January 1, individually 2013, no written notice, order, request for information, complaint or other communication or penalty has been received by any Seller or any of its Affiliates with respect to the compliance of the Purchased Business or the Purchased Assets with any Environmental Laws or liability under any Environmental Laws, and there are no Actions (including any water audits) pending or threatened in the aggregatewriting, in each case, that allege a Company Material Adverse Effectviolation by or liability of, no Hazardous Material (as defined below) has been released whether assumed contractually or by Company (except as specifically authorizedoperation of Law, such as by permits issued by a Governmental Entity), onto the Purchased Business or the Purchased Assets of or under any property occupied by Company or any affiliate of CompanyEnvironmental Law; and (i) the Purchased Business and the Purchased Assets are and, norsince January 1, to Company’s knowledge2013, has any Hazardous Material migrated beneath such propertieshave been in compliance with all applicable Environmental Laws. (b) Except No Seller or any of its Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials on or beneath the Purchased Assets, or from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the ordinary course of business, in material compliance with Environmental Laws and so as would not result, or reasonably be expected to resultrequire any material remediation, individually investigation or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any other response action pursuant to Environmental Law (as defined below) in effect on or before the Effective TimeLaw. (c) Company currently holds Without in any way limiting the generality of the foregoing, to the Knowledge of the Sellers, (i) other than as may contain substances in quantities not regulated by Environmental Law, all environmental approvals, permits, licenses, clearancesunderground storage tanks and above ground storage tanks, and consents necessary for the conduct capacity and contents of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses tanks, located on any Purchased Asset are currently being conducted (collectively, “Environmental Permits”specifically identified on Schedule ‎3.08(c), except where (i) other than as contained substances in quantities not regulated by Environmental Law, all former underground storage tanks have been removed from or closed in place at the absence Purchased Assets in compliance with Applicable Law and those removed or closed in place since January 1, 2013 are listed on Schedule ‎3.08(c), (i) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule ‎3.08(c), (i) with respect to the Purchased Assets, there are no underground injection ▇▇▇▇▇, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, other than as have been used in the ordinary course of such business, in compliance in all material respects with all Environmental Permits Laws, and as would not result, or reasonably be expected to result, individually require any material remediation or in investigation pursuant to Environmental Law and (v) none of the aggregate, in Purchased Assets have any associated acid mine drainage that constitutes a Company Material Adverse Effectviolation or could reasonably be expected to give rise to material liability under Environmental Law. (d) No legal actionSchedule ‎3.08(d) sets forth a true, proceedingcomplete and accurate list of all consent decrees, revocation proceedingdecisions, amendment procedurejudgments, writsettlements, consent orders, stipulations, decrees or similar orders (“Consent Decrees”) issued, entered or executed by a Governmental Authority pursuant to Environmental Law and (i) by which any Seller or any of its Affiliates is bound or is a party, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (eii) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company norwhich any Purchased Asset is subject. The Sellers and their Affiliates are, to the knowledge of Companyand since January 1, 2013 have been, in compliance in all material respect with all such Consent Decrees. Since January 1, 2013, no Seller or any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedAffiliates has received an written notification, or occupied by Companyto the Knowledge of Seller any other notice, including from any environmental site assessment reportsGovernmental Authority alleging any violation or noncompliance with any such Consent Decree.

Environmental. (a) Except as to matters that would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by the Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Company or any of its Subsidiaries, (b) the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals, and has maintained all financial assurances, necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedis located at, such as by permits issued by a Governmental Entity), onto on or under any property occupied currently owned, operated or leased by the Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as its Subsidiaries that would not result, or reasonably be expected to resultgive rise to any cost, individually liability or in obligation of the aggregateCompany or any of its Subsidiaries under any Environmental Laws, in a Company (d) no Hazardous Material Adverse Effecthas been generated, Company has not transportedowned, treated, stored, used, manufactured, disposed of, released, handled or exposed controlled by the Company or any of its employees Subsidiaries and transported to or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) Released at any location in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits a manner that would not result, or reasonably be expected to resultgive rise to any cost, individually liability or in obligation of the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning of its Subsidiaries under any Environmental PermitLaws, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. and (e) there are no agreements in which the Company or any of its Subsidiaries has not, either by agreement or (to Company’s knowledge) by operation of law, expressly assumed or undertaken responsibility for any known or reasonably likely liability (including future or contingent liabilities) obligation of another person any other Person arising under or entity under relating to Environmental Laws, which in any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, such case has not been made available to the knowledge of Company, any of its agents, possess copies of any reports concerning Commitment Parties prior to the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsdate hereof.

Environmental. (a) Except The Company and its Subsidiaries are, and since January 1, 2018 have been, in compliance with all applicable Laws relating to the protection of the environment, of natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety as would not resultit relates to exposure to Materials of Environmental Concern, or reasonably be expected to resultthe management, individually use, transportation, treatment, storage, disposal or in the aggregatearrangement for disposal of Materials of Environmental Concern (collectively, in “Environmental Laws”), except for such noncompliance that does not constitute a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would The Company and its Subsidiaries (i) have received and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses and are, and since January 1, 2018, have been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (ii) have not resultreceived notice of any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses, exemptions or approvals, and (iii) have paid all fees, assessments or expenses due under any such permits, licenses, exemptions or approvals, except for such failures to receive and comply with permits, licenses, exemptions and approvals or to comply with Environmental Laws, or reasonably be expected any such actions, or failure to resultpay any such fees, individually assessments or in the aggregate, in expenses that do not constitute a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company currently holds all environmental approvals, permits, licenses, clearancesor any of the other Debtors, and consents necessary (ii) the Company and its Subsidiaries have not received written or, to the Knowledge of the Company, verbal notice of any actual or potential liability of the Company under Environmental Laws for the conduct investigation, remediation or monitoring of Company’s Hazardous Material Activities and other businesses any Materials of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not resultConcern at any location, or reasonably be expected to resultfor any violation of Environmental Laws, individually where such Proceedings or in the aggregate, in liability or violation constitute a Company Material Adverse Effect. (d) No legal actionExcept as to matters that have been fully and finally settled or resolved or would not be reasonably expected to have a Material Adverse Effect, proceeding(i) no written notice, revocation proceedingclaim, amendment proceduredemand, writrequest for information, Order or injunction is complaint has been received by the Company or any of the other Debtors and (ii) there are no Proceedings pending andor, to the Knowledge of the Company’s knowledge, no actionthreatened against the Company or any of the other Debtors, proceedingin each case of (i) and (ii) which allege a violation of or liability under any Environmental Laws. None of the Company or any of the other Debtors has entered into any consent decree, revocation proceeding, amendment procedure, writ, settlement or injunction has been threatened by other agreement with any Governmental Entity against under which it has outstanding obligations, and none of the Company concerning or its Subsidiaries is subject to any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, whichOrder, in either case would not resultpursuant to any Environmental Laws and where such consent decree, settlement or reasonably be expected to result, individually other agreement or in the aggregate, in Order constitutes a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) There has been no Release, disposal or arrangement for disposal of any Materials of Environmental Concern by the Company, its Subsidiaries or any of their predecessors at any real property owned or operated by the Company has notor any of the other Debtors that would reasonably be expected to give rise to any claim or Proceeding, either by agreement or (to Company’s knowledge) by operation of lawany liability, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental LawLaw against or for the Company or its Subsidiaries, including any obligation except for investigationsuch claim, cleanup, corrective action, Proceeding or natural resource damages with respect to Hazardous Materialsliability that does not constitute a Material Adverse Effect. (f) Neither the Company nornor any of the other Debtors has assumed or retained (i) expressly by Contract or (ii) by operation of Law any liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern for which the Company or its Subsidiaries would not otherwise be liable, to where such assumption or retention of responsibility constitutes a Material Adverse Effect. (g) To the knowledge Knowledge of the Company, none of the transactions contemplated under this Agreement will give rise to any obligations to obtain the consent of or provide notice to any Governmental Entity under any Environmental Laws. The representations and warranties in this Section 4.19 are the sole and exclusive representations and warranties of the Company and its agentsSubsidiaries with respect to environmental, possess copies of any reports concerning the presence health or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Companysafety matters, including any environmental site assessment reportsarising under Environmental Laws or relating to Materials of Environmental Concern.

Environmental. (a) Except as would not resultThe Company and each Company Subsidiary have been and are in material compliance with all Environmental Laws, including possessing and materially complying with all material Company Permits required for their operations in accordance with Environmental Laws, which includes compliance with all Environmental Laws governing the registration or reasonably be expected to result, individually or authorization of the use of Hazardous Materials in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.products; (b) Except as would not resultNo Proceeding against the Company or any Company Subsidiary relating to any Environmental Law is pending or threatened in writing. Neither the Company nor any Company Subsidiary has received written notice or a written request for information from any Person, including any Governmental Authority, alleging that the Company or reasonably be expected to result, individually any Company Subsidiary has been or is in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, actual or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in potential material violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or otherwise may be materially liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including the subject of which notice or request is unresolved. Neither the Company nor any Company Subsidiary is a party or subject to any Order under any Environmental Law; (c) No Hazardous Materials have been released at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation for investigationthe Company or any Company Subsidiary to report, cleanupinvestigate, corrective actionremediate or otherwise respond to such releases in accordance with Environmental Law or otherwise have resulted in or are reasonably likely to result in material liability to the Company or any Company Subsidiary under any Environmental Law; (d) Neither the Company nor any Company Subsidiary has entered into any written agreement or incurred any legal obligation that may require it to pay to, reimburse, or natural resource damages indemnify any other Person from or against material liabilities or costs in connection with respect any Environmental Law, or relating to the registration, labeling, generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials.; (e) No material capital improvements currently are required or planned to be undertaken at any of the Company Leased Real Property for the purpose of achieving or maintaining compliance with Environmental Laws or Company Permits issued pursuant to Environmental Laws; and (f) Neither The Company norhas made available to Parent copies of all material environmental reports, studies, or audits reasonably in the possession of the Company which pertain to the knowledge of Company, any of its agents, possess copies environmental condition of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied operated by the Company or any Company Subsidiary, or to the Company, including ’s or any environmental site assessment reportsCompany Subsidiary’s compliance with Environmental Law.

Environmental. Promptly and in any event within two Business Days after the existence of any of the following conditions and the Borrower's knowledge thereof, other than those conditions which exist as of the Closing Date (a"Existing Environmental Conditions"), a certificate of the chief executive officer or chief financial officer of Borrower specifying in detail the nature of such condition and the proposed response thereto of Borrower, any of its Subsidiaries or any of their respective Environmental Affiliates: (i) Except as would the receipt by Borrower, any of its Subsidiaries or any of its Environmental Affiliates of any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower, any of its Subsidiaries or Environmental Affiliate is not result, or reasonably be expected to resultin compliance with applicable Environmental Laws and such noncompliance, individually or in the aggregate, in could reasonably be expected to have a Company Material Adverse Effect, no Hazardous Material (as defined belowii) has been released by Company (except as specifically authorizedBorrower, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company of its Subsidiaries or any affiliate of Companyits Environmental Affiliates shall obtain actual knowledge that there exists any Environmental Claim pending or threatened against Borrower, norany of its Subsidiaries or any Environmental Affiliate, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to resultwhich, individually or in the aggregate, in could reasonably be expected to have a Company Material Adverse Effect, Company has not transportedor (iii) any release, storedemission, used, manufactured, disposed of, released, discharge or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation disposal of any Material of Environmental Concern that could form the basis of any Environmental Law (as defined below) in effect on Claim against Borrower, any of its Subsidiaries or before the Effective Time. (c) Company currently holds all environmental approvalsany of their Environmental Affiliates, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “which Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to resultClaim, individually or in the aggregateaggregate could reasonably be expected to have a Material Adverse Effect. With respect to any Existing Environmental Condition, in the requirement to furnish a Company certificate, as described above, shall not arise unless and until there is an adverse development relating to any Existing Environmental Condition which could reasonably be expected to have a Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would not resultset forth on Schedule 4.2(v): (i) The Assets, the Company and the Subsidiaries are in, and since the Effective Time, have been in, compliance with the requirements of all Environmental Laws in all material respects; (ii) None of the Assets is the subject of any Remediation or enforcement action regarding any actual or alleged presence or release of Hazardous Materials that could reasonably be expected to result, individually or in give rise to material liability under Environmental Laws; (iii) Neither the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) nor any Subsidiary has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or received written notice of an Action under any property occupied by Environmental Law pending or threatened against the Company or any affiliate a Subsidiary that remains unresolved; (iv) All material Permits required by Environmental Laws with respect to the ownership or operation of the Operated Assets have been properly obtained and are in full force and effect and are set forth on Schedule 4.2(v)(iv) and, to the Knowledge of the Company, nor, all material Permits required by Environmental Laws with respect to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, the ownership or reasonably be expected to result, individually or operation of the Non-Operated Assets have been properly obtained and are in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials full force and effect (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where and neither the absence Company nor any Subsidiary has received any written notice of such proceedings relating to the revocation or material modification of any of the Environmental Permits would not resultPermits, or reasonably be expected to result, individually or in and the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending Operated Assets are and, to the Knowledge of the Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, whichNon-Operated Assets are, in either case would not result, or reasonably be expected material compliance with the Environmental Permits applicable to result, individually or in the aggregate, in a Company Material Adverse Effect. them; and (v) To the knowledge Knowledge of the Company, no fact the Company and the Subsidiaries have made available to Buyer copies of reports, studies, and site assessments in their possession reflecting the Environmental Condition of the Assets. Notwithstanding anything to the contrary contained in this Agreement, all representations and warranties made or circumstance currently exists that is reasonably likely to involve Company given by each Seller in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages this Agreement with respect to Hazardous Materialsenvironmental matters or compliance with Environmental Laws are solely and exclusively set forth in this Section 4.2(v), and all other representations and warranties made or given by each Seller in this Agreement shall not be construed to include environmental matters or compliance with Environmental Laws. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. Except as set forth on Section 3.16 of the Company Disclosure Schedule: (a) Except as would the Company is and has been in compliance with all applicable Environmental Laws in all material respects and the Company has not resultentered into and is not subject to, any Order or other similar requirement of or agreement with any Governmental Entity under any Environmental Laws; (b) (i) the Company has obtained, holds and has held and is and has been in compliance in all material respects with all required Environmental Permits, (ii) each such Environmental Permit is identified on Section 3.16(b) of the Company Disclosure Schedule, and (iii) each such Environmental Permit will remain valid and effective after the Closing without any notice to or consent of any Governmental Entity; (c) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, under, or migrating to or from any Site that would reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effectmaterial Action against or a material Liability under Environmental Laws to the Company; (d) there are no past, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedpending or, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate to the Knowledge of the Company, northreatened Actions relating to Environmental Laws against the Company, and to the Knowledge of the Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as there are no facts or circumstances that would not result, or reasonably be expected to resultform the basis for any such Actions against the Company; (e) neither the Company nor any of its predecessor entities or current or former Affiliates has transported or arranged for the treatment, individually or in the aggregatestorage, in a Company Material Adverse Effecthandling, Company has not transported, stored, used, manufactured, disposed of, releaseddisposal, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation transportation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits to any off-Site location that has or would not result, or reasonably be expected to result, individually result in an Action against or in Liability to the aggregate, in a Company Material Adverse Effect.Company; (df) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity the Knowledge of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, there are no fact polychlorinated biphenyl-containing equipment, underground storage tanks or circumstance currently exists that is reasonably likely to involve Company in asbestos-containing materials at any material environmental litigation or impose upon Company any material environmental liability.Leased Real Property; (eg) the Company has not, either by agreement or (expressly or, to the Knowledge of the Company’s knowledge) , by operation of lawLaw, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective actionresponsibility for, or natural resource damages agreed to indemnify or hold harmless any Person for, any Liability arising under or relating to Environmental Laws; and (h) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or that are in the possession of the Company (or any of its representatives) with respect to Hazardous Materials. (f) Neither Company nor, any Site that have not been made available to the knowledge of Company, any of its agents, possess copies of any reports concerning Buyer prior to the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsdate hereof.

Environmental. (a) Except as would not resultdisclosed in the Questionnaires, as amended and supplemented through the date of Closing: (1) None of the Premises nor any of the Borrower Parties are in violation of, or reasonably be expected subject to, any pending or, to resultBorrower's actual knowledge, individually threatened investigation or in the aggregateinquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, in which violation, investigation or inquiry would have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedand this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, such as by permits issued by a Governmental Entity)conditions and circumstances, onto or under if any, pertaining to any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.the Premises; (b2) Except as All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect; (3) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, Company has not transportedand to Borrower's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, usedtreated, manufacturedprocessed, transferred, disposed ofof or otherwise Released in, releasedon, under, from or about any of the Premises, except in Permitted Amounts; (4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with all Environmental Laws, except where such noncompliance would not have a Material Adverse Effect; (5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts; (6) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, there is no past or present non-compliance with Environmental Laws, or exposed its employees with permits issued pursuant thereto, in connection with any of the Premises, except where such noncompliance would not have a Material Adverse Effect; (7) None of the Borrower Parties has received any written notice or others to, other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Premises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; SCS Finance I, L.P. Mortgage Loan (collectively, “8) All information known to any of the Borrower Parties or contained in the files of any of the Borrower Parties relating to any existing Environmental Condition or Releases of Hazardous Materials Activities”in, on, under or from any of the Premises, other than in Permitted Amounts, has been provided to Lender, including, without limitation, information relating to all prior Remediation (which provision of information was accomplished in part by delivering to representatives of Lender for their review and analysis the files of Lessee maintained by Lessee with respect to environmental matters relating to the Premises); (9) in violation All of the Premises are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (as defined below) in effect the "Environmental Liens"); and none of the Borrower Parties has allowed any tenant or other user of any of the Premises to do any act on the Premises that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether that person or entity was on or before off any of the Effective Time. (c) Company currently holds all environmental approvalsPremises), permitsimpaired the value of any of the Premises in any material respect, licensesis contrary to any requirement of any insurer insuring the Premises, clearancesconstituted a public or private nuisance, and consents necessary for or violated any covenant, condition, agreement or easement applicable to any of the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”)Premises, except where such violation did not have a Material Adverse Effect on the absence Premises; and (10) The information and disclosures in the Questionnaires, as amended and supplemented through the date of Closing, are true, correct and complete in all material respects, and the person or persons executing the Questionnaires and any amendments and supplements thereto were duly authorized to do so; and (11) Each of the Borrower Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent state law or regulation) with respect to all petroleum underground storage tanks or storage tank systems (as those terms are defined under 40 C.F.R. Section 280.12 or equivalent state law or regulation) owned or operated by any of the Borrower Parties or located on any of the Premises, except where such Environmental Permits noncompliance would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. Except as disclosed in the Applicable Dynegy Disclosures: (a) The Dynegy Entities are and have been in material compliance with all applicable Environmental Laws, and no Dynegy Entity has received any communication from any Governmental Authority or other party alleging that any Dynegy Entity or any facility owned, operated, or subject to development by any Dynegy Entity is not in material compliance with or has material liability under, or requesting any information pursuant to, applicable Environmental Laws, including any new source review requirements under the Federal Clean Air Act or state analogue thereto, in each case except as would not reasonably be expected to, individually or in the aggregate (as to all of the Dynegy Entities), (i) as of the date hereof, result in damages in excess of $20,000,000, or (ii) as of the Closing Date have a Dynegy MAE; (b) Each Dynegy Entity has obtained and possesses all material Environmental Permits necessary for the construction and operation of its facilities or the conduct of its business, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority and to Dynegy’s knowledge, such approval will be forthcoming without significant modification, and the Dynegy Entities are in material compliance with all material terms and conditions of the Environmental Permits and applications; (c) Except as would not result, or reasonably be expected to resultto, individually or in the aggregateaggregate (as to all of the Dynegy Entities), (i) as of the date hereof, result in damages in excess of $20,000,000, or (ii) as of the Closing Date have a Dynegy MAE, there is no material Environmental Claim pending or, to the knowledge of Dynegy, threatened against any Dynegy Entity or otherwise adversely affecting any real or personal property that any Dynegy Entity owns, leases or uses, in a Company Material Adverse Effectwhole or in part, no Hazardous Material (as defined below) has been released including any off-site facility used by Company (except as specifically authorizedany Dynegy Entity for the treatment, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate storage and disposal of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.Material; and (bd) Except as would not result, or reasonably be expected to resultto, individually or in the aggregateaggregate (as to all of the Dynegy Entities), (i) as of the date hereof, result in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, releaseddamages in excess of $20,000,000, or exposed its employees or others to(ii) as of the Closing Date have a Dynegy MAE, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation there has been no material Release by any Dynegy Entity of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits that has formed or would not result, or reasonably be expected to result, individually form the basis of (i) any material Environmental Claim against any Dynegy Entity or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction against any person whose liability for such claim any Dynegy Entity has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation have retained or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has notassumed, either by agreement operation of Law or by Contract, or (ii) any requirement pursuant to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any applicable Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to Law on the knowledge of Company, any of its agents, possess copies part of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsDynegy Entity to undertake material Remedial Action.

Environmental. (a) Except 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 result, or reasonably be expected to result, individually or in the aggregate, result in a material liability to the Company Material Adverse Effectand its Subsidiaries, no Hazardous Material (taken as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.whole; (b) Except as There is no pending or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would not result, or reasonably be expected to result, individually or in the aggregate, result in a material liability to the Company Material Adverse Effectand its Subsidiaries, taken as a whole; (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has not transportedreceived written notice from any Person, storedincluding any Governmental Authority, used, manufactured, disposed of, released, alleging that the Company or exposed any of its employees Subsidiaries has been or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) is in violation or potentially in violation of any applicable Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvalsotherwise may be liable under any applicable Environmental Law, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”)which violation or liability is unresolved, except where the absence of such Environmental Permits as would not result, or reasonably be expected to result, individually or in the aggregate, result in a material liability to the Company Material Adverse Effect.and its Subsidiaries, taken as a whole; (d) No legal actionNeither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case except as would not result, or reasonably be expected to result, individually or in the aggregate, result in a material liability to the Company Material Adverse Effect. To and its Subsidiaries, taken as a whole; (e) There have been no Releases caused by the knowledge 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, no fact caused by the actions of any other Person (including predecessors- in-interest) at, in, on, from, to or circumstance currently exists underneath such real properties, that has caused environmental contamination at such real properties that is reasonably likely to involve result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has notand its Subsidiaries, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective actiontaken as a whole, or natural resource damages result in material liability with respect to Hazardous Materials.such environmental contamination pursuant to applicable Environmental Law; (f) Neither the Company nor, to the knowledge of Company, nor any of its agents, possess copies of Subsidiaries is subject to any reports concerning the presence claim or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedAction relating to an indemnity it has provided relating to Environmental Laws, or occupied by Companya 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 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 Company, 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) to perform a site assessment reportsfor Hazardous Materials, (ii) to remove or remediate Hazardous Materials or (iii) to give notice to or receive approval from any Governmental Authority pursuant to the New Jersey Industrial Site Recovery Act, N.J.S.A 13:1K-6 et seq. or the Connecticut Transfer Act, Conn. Gen. Stat. §§ 22a-134 – 134e.

Environmental. (a) Except as would set forth in Schedule 3.17 to ------------- ------------- the Credit Agreement, the Mortgagor represents and warrants that: (i) it has obtained all Permits which are necessary with respect to the ownership and operation of its business and the Mortgaged Property under any and all applicable Environmental Laws and is in compliance with all terms and conditions thereof, except to the extent that such noncompliance or failure to obtain any necessary permits, in the aggregate, could not result, or reasonably be expected to resultresult in a Material Adverse Effect; (ii) it is in compliance with any and all applicable Environmental Laws including, individually or without limitation, all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws, except to the extent that such noncompliance, in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would could not result, or reasonably be expected to resultresult in a Material Adverse Effect; (iii) there is no civil, individually criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice of demand letter pending or threatened against it or any Affiliate under the Environmental Laws which could result in a fine, penalty or other cost or expense which, in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or could reasonably be expected to resultresult in a Material Adverse Effect; and (iv) there are no past or present events, individually conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance with the Environmental Laws, or which could reasonably be expected to give rise to any common law or legal liability including, without limitation, liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Environmental Law or related common law theory or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment, of any Hazardous Materials which could reasonably be expected to result in a fine, penalty or other cost or expense, which, in the aggregate, could reasonably be expected to result in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would Comply, and cause each of their respective Subsidiaries to comply, with the requirements of all Environmental Laws and provide to the Lender all documentation in connection with such compliance that the Lender may reasonably request; and not resultcause or permit the Collateral or any property or facility owned, operated or reasonably occupied by the Borrowers or their Subsidiaries to be expected to resultused for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any Hazardous Materials, except in compliance with applicable Laws and except where instances of non-compliance with the requirements of all Environmental Laws or the use of the Collateral or any property or facility owned, operated or occupied by the Borrowers or their Subsidiaries for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any Hazardous Materials, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or result in and could not reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To On behalf of the knowledge of CompanyBorrowers and their Subsidiaries, no fact or circumstance currently exists that is reasonably likely the Borrowers hereby agree to involve Company in defend, indemnify, and hold harmless the Lender, its employees, agents, officers, and directors, from and against any material environmental litigation or impose upon Company any material environmental liability. (e) Company has notclaims, either by agreement or (to Company’s knowledge) by operation of lawdemands, assumed or undertaken any liability penalties, fines, liabilities (including future or contingent liabilities) of another person or entity under any Environmental Lawstrict liability), including any obligation for investigationsettlements, cleanupdamages, corrective actioncosts, or natural resource damages with respect to Hazardous Materials. expenses (fincluding, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) Neither Company norand Environmental Liabilities and Costs arising out of (i) any Release, to the knowledge of Company, or threatened Release on any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently presently or formerly owned, leased, owned or occupied by Companyany of the Borrowers or their Subsidiaries (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by the Borrowers or their respective Subsidiaries, (ii) any violation of Environmental Laws, (iii) any Environmental Actions, (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, generated, transported or deposited by the Borrowers or their respective Subsidiaries (or any environmental site assessment reportspredecessor in interest or title), and/or (v) the breach of any representation or warranty made by the Borrowers in Section 7.14 hereof or the breach of any covenant made by any of the Borrowers or their Subsidiaries in this Section 8.08. This Environmental Indemnity shall survive the repayment of the Obligations and discharge or release of any security interest granted under the Loan Documents.

Environmental. Except as set forth in Section 4.19 of the Company Disclosure Schedule, to the knowledge of the Company and the Stockholders: (a) Except the operations of the Company have been and, as would not resultof the Effective Time, or reasonably will be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.compliance with all Environmental Laws; (b) Except the Company has obtained, currently maintains and, as would not resultof the Effective Time, will have all Environmental Permits required for its operations; all such Environmental Permits are and, as of the Effective Time, will be, in full force and effect and in good standing; there are no Legal Proceedings pending or threatened with respect to any such Environmental Permits; the Company is, and as of the Effective Time will be, in material compliance with such Environmental Permits; and neither the Company nor any Stockholder has received any notice from any source, or reasonably be expected has otherwise obtained knowledge, to resultthe effect that there is lacking any Environmental Permit required in connection with the current operations of the Company or the current use or operation of the Leased Property; (c) the Company, individually its operations and the Leased Property are not (i) subject to any outstanding written Order or Contract with or in favor of any Governmental Entity or (ii) subject to any investigation respecting (x) Environmental Laws, (y) any Remedial Action or (z) any Environmental Claim; (d) the aggregate, in a Company Material Adverse Effect, Company has is not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in subject to any Legal Proceeding alleging the violation of any Environmental Law (as defined below) in effect on or before the Effective Time.Environmental Permit or seeking any Remedial Action; (ce) neither the Company currently holds all environmental approvalsnor any Stockholder has received, permitsnor has there been issued, licenses, clearances, and consents necessary for any written communication that alleges that the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “is not in compliance with any Environmental Permits”), except where Law or Environmental Permit or that seeks the absence of such Environmental Permits would not result, or reasonably be expected Company to result, individually or in the aggregate, in a Company Material Adverse Effect.take any Remedial Action; (df) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. the Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of not caused any Hazardous Materials, or permitted any Hazardous Materials for which the response costs incurred Company is responsible, to remain or be disposed of, either on or under real property legally or beneficially owned or operated by others the Company or on any real property not permitted to accept, store or dispose of such Hazardous Materials other than in conducting such investigation compliance with Environmental Laws and Permits, and the Company has never disposed or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in Released any Hazardous Materials on the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability.Landfill Property; (eg) the Company has not, either by agreement or no liabilities (other than those related to Company’s knowledgeits disposal obligations) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials.; (fh) Neither none of the operations of the Company norinvolve the generation, to transportation, treatment, storage or disposal of hazardous waste or controlled waste other than in compliance with Environmental Laws and Permits; and (i) there is not now on or in the knowledge of CompanyLeased Property, nor has there been, (i) any of its agentsunderground storage tanks or surface tanks, possess copies of dikes or impoundments; (ii) any reports concerning the presence asbestos-containing materials or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including (iii) any environmental site assessment reportspolychlorinated biphenyls.

Environmental. (a) Except as would not result, or reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect: (a) All operations of the Company and its Subsidiaries are in compliance with all applicable Laws relating to the protection of the environment, no Hazardous Material health or safety (as defined belowcollectively “Environmental Laws”); (b) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by None of the Company or any affiliate of Companyits Subsidiaries: (i) is subject to any proceeding or order which relates to environmental, norhealth or safety matters, and which would require any material work, repairs, construction or expenditures; (ii) has received any demand, notice, request for information or written communication alleging the breach of or liability under any Environmental Law, including with respect to Company’s knowledgeany regulations respecting the use, has storage, treatment, transportation, Release or disposition of any Hazardous Material migrated beneath such properties. (b) Except pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as would not resultdefined, judicially interpreted or reasonably be expected to result, individually or identified in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below“Hazardous Substances”); or (iii) in effect on has received written notice, or before to the Effective Time. Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law that would be applicable to the operations of the Company or any of its Subsidiaries and which may require any material expenditure; (c) (i) The Company currently holds and each of its Subsidiaries have obtained and are in compliance with all environmental approvals, permits, licenses, clearances, emissions credits or allowances and consents necessary for the conduct any other authorizations of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”)) necessary for their operations as currently conducted, except where the absence of (ii) all such Environmental Permits would not resultare valid and in good standing, and (iii) none of the Company or any Subsidiary is aware of or has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit; (d) There are no Environmental Claims pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or against any property or operations that the Company or any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the Knowledge of the Company, formerly owned, leased or operated, in whole or in part; and (e) There have been no Releases of any Hazardous Substances that would reasonably be expected to result, individually or in form the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning basis of any Environmental Permit, Hazardous Material, Claim against the Company or any Hazardous Materials Activity of Company. its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has received no written notification that it is or may be liable for natural resource damageshave, the investigation retained or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has notassumed, either by agreement contractually or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.. SECTION

Environmental. (a) Except as would not result6.22.1 The Disclosure Schedule lists all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, notices which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of CompanySeller, have been filed, commenced or threatened against the Company under any Environmental Laws. 6.22.2 There has been no disposal, release, burial, or placement of Hazardous Materials by any of the Company and its agentsaffiliates which could reasonably be expected to result or has resulted in contamination of or beneath any Leased Real Property or any properties or facilities formerly leased, possess copies operated or occupied by any of the Company and its affiliates at any reports concerning time since its organization which requires or will require clean-up or remediation under Environmental Laws; provided, however, no representation or warranty is made, or shall be deemed made, with respect to any underground storage tanks ("UST's") located on any such properties or any release from any such UST's. No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released by the presence Company on any Leased Real Property or possible presence any real property that the Company formerly leased which requires or will require clean-up or remediation under Environmental Laws; provided, however, no representation or warranty is made, or shall be deemed made, with respect to any UST's located on any such properties or any release from any such UST's. 6.22.3 There is no basis for any present or future charge, complaint, action, suit, proceeding, investigation, claim, or demand against the Company giving rise to any liability under any Environmental Laws related to any Owned Real Property or any properties or facilities formerly owned by any of released the Company and its affiliates or to any past or present operations conducted thereon (whether or not conducted by any of the Company and its affiliates). There has been no disposal, release, burial, or placement of Hazardous Materials (whether or not by any of the Company and its affiliates) which could reasonably be expected to result or has resulted in contamination of or beneath any Owned Real Property or any properties or facilities formerly owned by any of the Company and its affiliates at any time since its organization which requires or will require clean-up or remediation under Environmental Laws; provided, however, no representation or warranty is made, or shall be deemed made, with respect to any UST's located on any such properties or any release from any such UST's. No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any Owned Real Property or any real property that the Company formerly owned that requires or will require clean-up or remediation under Environmental Laws; provided, however, no representation or warranty is made, or shall be deemed made, with respect to any UST's located on any such properties or any release from any such UST's. All properties and equipment currently or formerly ownedowned by the Company have been free of asbestos, leasedPCB's, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances in quantities or conditions which requires or will require clean-up or remediation under Environmental Laws; provided, however, no representation or warranty is made, or occupied by Companyshall be deemed made, with respect to any UST's located on any such properties or any release from any such UST's. All product labeling of the Company has been in conformity with applicable laws (including any environmental site assessment reportsrules and regulations thereunder). 6.22.4 For purposes of this Section 6.22:

Environmental. (a) Except as would not resultdisclosed in the Questionnaires attached hereto: (1) None of the Premises nor any of the Borrower Parties are in violation of, or subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws where any such violation, inspection or inquiry could reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, norand, to Company’s Borrower's actual knowledge, has this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any Hazardous Material migrated beneath such properties.of the Premises; (b2) Except as would not resultAll permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained where failure to obtain any such permit, license or authorization could reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect; (3) No Hazardous Materials are being or have been used, Company has not transportedhandled, manufactured, generated, produced, stored, usedtreated, manufacturedprocessed, transferred, disposed ofof or otherwise Released in, releasedon, under, from or about any of the Premises, except in Permitted Amounts where any of the foregoing could reasonably be expected to have a Material Adverse Effect; (4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with all Environmental Laws; (5) There is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts which migration could reasonably be expected to have a Material Adverse Effect; (6) There is no past or present non-compliance with Environmental Laws, or exposed its employees with permits issued pursuant thereto, in connection with any of the Premises which noncompliance could reasonably be expected to have a Material Adverse Effect; (7) None of the Borrower Parties has received any written notice or others to, other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts or Remediations thereof, violations of Environmental Laws, of possible liability of any person or entity pursuant to any Environmental Law, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing in any of the foregoing cases where such could reasonably be expected to have a Material Adverse Effect; (collectively, “8) All information known to any of the Borrower Parties or contained in the files of any of the Borrower Parties relating to any Environmental Condition or Releases of Hazardous Materials Activities”in, on, under or from any of the Premises, other than in Permitted Amounts, has been made available to Lender, including, without limitation, information relating to all prior Remediation; (9) in violation All of the Premises have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (as defined below) in effect on or before the Effective Time."Environmental Liens"); and (c10) Company currently holds The information and disclosures in the Questionnaires are true, correct and complete in all environmental approvals, permits, licenses, clearancesmaterial respects, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect persons executing the Questionnaires were duly authorized to Hazardous Materialsdo so. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (ai) Except as would not result, or reasonably be expected to result, for matters that individually or in the aggregate, in aggregate would not have a Company Primetech Material Adverse Effect, no Hazardous Material (as defined below) each of Primetech and the Subsidiary has been released by Company (except as specifically authorizedand is in full compliance with and has not been and is not liable under any applicable federal, such as by permits issued by a provincial, municipal, local or foreign Laws, statutes, ordinances and regulations, and orders, directives and decisions rendered by, and policies, instructions, guidelines and similar guidance of, any ministry, department or administrative or regulatory agency or other Governmental Entity, including the common law, each as supplemented or amended from time to time ("ENVIRONMENTAL LAWS") relating to pollution or the protection of the environment or natural resources, occupational or public health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any pollutants, contaminants, chemicals, deleterious substances or industrial, toxic, hazardous or radioactive wastes or substances, including any admixture thereof and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos containing materials ("HAZARDOUS SUBSTANCES"), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (bii) Except as would not result, or reasonably be expected to result, for matters that individually or in the aggregate, in aggregate would not have a Company Primetech Material Adverse Effect, Company each of Primetech and the Subsidiary has not transported, stored, used, manufactured, disposed of, released, or exposed all Licences required under Environmental Laws for the operation of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (business as defined below) in effect on or before the Effective Timecurrently conducted. (ciii) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary Except for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, matters that individually or in the aggregate, in aggregate would not have a Company Primetech Material Adverse Effect, neither Primetech nor the Subsidiary has used or permitted to be used, except in compliance with all Environmental Laws, any of its properties or facilities or any property or facility which it previously owned, operated, occupied, used or leased (during the period of that corporation's ownership, operation, occupation, use or lease) to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. To the best of the knowledge of Primetech and the Subsidiary, no underground storage tanks are or have been located on the any such property or facility. (div) No legal action, proceeding, revocation proceeding, amendment procedure, writNeither Primetech nor the Subsidiary has ever received any notice of, or injunction is pending andbeen prosecuted for, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning non-compliance with any Environmental Permit, Hazardous Material, Laws or has ever settled any Hazardous Materials Activity allegation of Companynon-compliance prior to prosecution. Company Neither Primetech nor the Subsidiary has received no written notification any notices, orders or directions relating to environmental matters notifying Primetech or the Subsidiary that it is or may be liable responsible for natural resource damagesor requiring any investigation, containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to the investigation business or cleanup of Hazardous Materialsany current or former property or facility owned, operated, occupied, used or leased by Primetech or the Subsidiary. (v) Except for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, matters that individually or in the aggregate, in aggregate would not have a Company Primetech Material Adverse Effect. To , each of Primetech and the Subsidiary has not caused, contributed to, or permitted, nor has there been, any release, emission, spill or discharge, in any manner whatsoever, by Primetech or the Subsidiary or, to the best of the knowledge of CompanyPrimetech and the Subsidiary, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another other person or entity under whatsoever, of any Environmental LawHazardous Substance, including nor has either of Primetech and the Subsidiary owned, had custody of or controlled any obligation for investigationHazardous Substance, cleanupon, corrective actionin, around, from or in connection with any of the current or former properties, assets or facilities owned, operated, occupied, used or leased by, or natural resource damages under the care, management or control of, Primetech or the Subsidiary, as principal or agent, or any entity of which either of Primetech or the Subsidiary is a successor, assignee, administrator, receiver, receiver manager or trustee (as those terms are used in the definition of "person responsible" in the NOVA SCOTIA ENVIRONMENT ACT) or their use, or any such release or presence on or from a property or facility owned or operated by any third party but with respect to which Primetech or the Subsidiary, as the case may be, is or may reasonably be alleged to have liability. All Hazardous Materials. (f) Neither Company norSubstances and all other wastes and other materials and substances used, to generated or handled in whole or in part by Primetech or the knowledge of CompanySubsidiary or resulting from their respective business have been disposed of, any of its agentstreated and stored by Primetech or the Subsidiary, possess copies of any reports concerning as the presence or possible presence of released Hazardous Materials on real property currently or formerly ownedcase may be, leased, or occupied by Company, including any environmental site assessment reports.in full compliance with all Environmental Laws and none have been disposed of

Environmental. (a) Except as has not been, and would not result, or reasonably be expected to resultbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (i) since January 1, 2013, the Company and its Subsidiaries have been and are in a compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Material Adverse EffectPermits required for their operations as currently conducted under applicable Environmental Laws; (ii) (A) there is no pending or, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedto the Knowledge of the Company, such as by permits issued by a Governmental Entity), onto threatened Proceeding pursuant to or under relating to any property occupied by Environmental Law against the Company or any affiliate of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (C) none of the Company or any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; (iii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, norReleases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to Company’s knowledge, has result in an obligation by the Company or any Hazardous Material migrated beneath of its Subsidiaries to remediate such properties.Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (biv) Except as neither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would not result, or reasonably be expected to resultrequire it to pay to, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, releasedreimburse, or exposed its employees indemnify any other Person from or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) against liabilities or costs arising in violation of any Environmental Law (as defined below) in effect on connection with or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected pursuant to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigationor relating to the generation, cleanupmanufacture, corrective actionuse, transportation or natural resource damages with respect disposal of or exposure to Hazardous Materials. (fb) Neither The Company nor, has delivered or otherwise made available for inspection to the knowledge Parent copies of Companyany material reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other documents in the possession of or reasonably available to the Company or any of its agents, possess copies of Subsidiaries pertaining to: (i) any reports concerning the presence unresolved claims arising under or possible presence of released relating to any Environmental Law; (ii) any Hazardous Materials on real in, on, beneath or adjacent to any property currently or formerly owned, leased, operated or occupied leased by the Company or any of its Subsidiaries; or (iii) the Company, including ’s or any environmental site assessment reportsof its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. (ai) Except TransGlobe and its Subsidiaries have been since January 1, 2019 and are in compliance with all Environmental Laws, except such non-compliance as has not had and would not result, or reasonably be expected to resultto, individually or in the aggregate, in have a Company TransGlobe Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (bii) Except as There have been no Releases in violation of Environmental Laws within the current or to the knowledge of TransGlobe, prior ownership, possession or control of either of TransGlobe or its Subsidiaries that would not result, or reasonably be expected to resultresult in a claim, notice, complaint, penalty, prosecution or any other judicial or administrative proceeding arising out of any Environmental Laws against TransGlobe or any of its Subsidiaries, that have not had, or would not reasonably be expected to, individually or in the aggregate, in have a Company TransGlobe Material Adverse Effect. (iii) There are no pending claims, Company has not transportednotices, storedcomplaints, usedpenalties, manufactured, disposed of, released, prosecutions or exposed any other judicial or administrative proceedings issued against TransGlobe or any of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation Subsidiaries arising out of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”)Laws, except where the absence of for any such Environmental Permits claims that has not had and would not result, or reasonably be expected to resultto, individually or in the aggregate, in have a Company TransGlobe Material Adverse Effect. (div) No legal actionTo the knowledge of TransGlobe, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, there has not been: (A) any written Order that remains outstanding which relates to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification Laws that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to resultto, individually or in the aggregate, in have a Company TransGlobe Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement ; or (to Company’s knowledgeB) by operation of law, assumed any written demand or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages notice that remains outstanding with respect to Hazardous Materials. (f) Neither Company nor, a material breach of any Environmental Law in each case applicable to the knowledge of Company, TransGlobe or any of its agentsSubsidiaries, possess copies of any reports concerning except as has not had and would not reasonably be expected to, individually or in the presence or possible presence of released Hazardous Materials on real property currently or formerly ownedaggregate, leased, or occupied by Company, including any environmental site assessment reportshave a TransGlobe Material Adverse Effect.

Environmental. (a) Except as disclosed in the NuVista Disclosed Letter, there have not occurred any material spills, emissions or pollution on any property of NuVista or the NuVista Subsidiaries or as a result of their respective operations that have not been remediated in compliance with Environmental Laws, nor has NuVista or the NuVista Subsidiaries been subject to any stop Orders, control Orders, clean-up Orders or reclamation Orders under applicable Environmental Laws that have not been complied with, except in each case to the extent any of such material spills, emissions or pollution on property or stop Orders, control Orders, clean-up Order or reclamation Orders would not result, or reasonably be expected to result, individually or in the aggregate, in aggregate have a Company Material Adverse EffectEffect on NuVista. All operations of NuVista and the NuVista Subsidiaries have been and are now being conducted in compliance with all applicable Environmental Laws, no Hazardous Material (as defined below) has been released by Company (generally accepted oilfield practices, except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, where the failure to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as be in compliance would not result, or reasonably be expected to result, individually or in the aggregate, in aggregate have a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect Effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectNuVista. To the knowledge of CompanyNuVista, no fact NuVista is not subject to: (i) any proceeding, application, Order or circumstance currently exists that is reasonably likely directive which relates to involve Company in environmental, health or safety matters, and which may require any material environmental litigation work, repairs, construction, or impose upon Company any material environmental liability.expenditures; or (eii) Company has not, either by agreement any demand or (notice with respect to Company’s knowledge) by operation the breach of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental LawLaws applicable to NuVista or the NuVista Subsidiaries, including any obligation for investigationregulations respecting the use, cleanupstorage, corrective actiontreatment, transportation, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies disposition of any reports concerning the presence or possible presence of released Hazardous Materials Substances, which would reasonably be expected to have a Material Adverse Effect on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsNuVista.

Environmental. Except as set forth in Schedule 3.12: (a) Except as would not resultThe Company and the Subsidiaries are and have been in compliance in all material respects with all applicable Environmental Laws, have obtained all material Environmental Permits and are in compliance in all material respects with their requirements, and have resolved all past non-compliance with Environmental Laws and Environmental Permits charged in writing by any Governmental Entity without any pending, on-going or reasonably be expected to resultfuture obligation, individually cost or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesliability. (b) Except There are no material Environmental Claims (as would not resulthereinafter defined) pending or, to the knowledge of the Company, threatened, or reasonably likely to be expected to result, individually asserted against the Company or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed any of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective TimeSubsidiaries. (c) No Hazardous Substance has been placed, stored, located, released, transported, disposed of or otherwise come to be located on, under or near any of the Company's or any of the Subsidiaries' Owned Real Property or, to the knowledge of the Company currently holds all environmental approvalsand its Subsidiaries, permitsany Leased Real Property or any property formerly owned or operated by the Company or its Subsidiaries except in the ordinary course of business and in strict compliance with Environmental Laws. (d) No Environmental Law imposes any obligation upon the Company or the Subsidiaries arising out of or as a condition to any transaction contemplated by this Agreement, licensesincluding any requirement to modify or to transfer any permit or license, clearancesany requirement to file any notice or other submission with any Governmental Entity, and consents necessary for the conduct placement of Company’s Hazardous Material Activities and other businesses any notice, acknowledgment or covenant in any land records, or the modification of Company as such activities and businesses are currently being conducted (collectivelyor provision of notice under any agreement, “Environmental Permits”)consent order or consent decree, except where the absence of such Environmental Permits as would not result, or be reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect. (de) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction Encumbrance has been threatened by placed upon any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, of the Company's or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity Subsidiaries' properties under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither The Company nor, to and the knowledge of Company, any of its agents, possess Subsidiaries have provided Parent with copies of any reports concerning environmental assessment or audit report or other relevant and material studies or analyses in the presence possession of the Company or possible presence of released Hazardous Materials on the Subsidiaries relating to any real property currently or formerly owned, leased, leased or occupied by Companythe Company or the Subsidiaries. The Company and the Subsidiaries have provided Parent with copies of all material records maintained for required environmental compliance. (g) As used in this Agreement, including any environmental site assessment reports.the following terms have the meanings set forth below:

Environmental. (a) Except as to the extent that any violations or other matters referred to in this subparagraph does not, and would not result, or reasonably be expected to resultto, individually or in the aggregate, have a material adverse effect on the Angle Group (taken as a whole) (and in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate the case of Company, norproperties for which Angle is not the operator, to Company’s Angle's knowledge, has any Hazardous Material migrated beneath such properties.to : (bi) Except as would to the best of its knowledge Angle is not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any applicable Environmental Law Laws; (as defined belowii) to the best of its knowledge Angle has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in effect compliance with Environmental Laws; (iii) to the best of its knowledge there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Angle, or on or before the Effective Time.underneath any location which is or was currently or formerly owned, leased or otherwise operated by Angle, that have not been fully remediated; (civ) Company currently holds all environmental approvalsno orders, permits, licenses, clearances, directions or notices have been issued and consents necessary for remain outstanding pursuant to any Environmental Laws relating to the conduct business or assets of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect.Angle which Angle has notice; (dv) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction Angle has not failed to report to the proper Governmental Authority the occurrence of any event which is pending and, required to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened be so reported by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law; (vi) Angle holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, including all Environmental Approvals are in full force and effect, and Angle has not received any obligation for investigationnotification pursuant to any Environmental Laws that any work, cleanuprepairs, corrective actionconstructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or natural resource damages with respect that any Environmental Approval referred to Hazardous Materials.above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (fvii) Neither Company northere are no pending or, to the knowledge of CompanyAngle, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of its agents, possess copies the properties of any reports concerning the presence or possible presence of released Hazardous Materials on real property Angle currently or formerly owned, leased, operated or occupied by Company, including any environmental site assessment reportsotherwise used.

Environmental. (a) Except as would could not result, or reasonably be expected to resultresult in a Material Adverse Change, individually (i) keep any Real Property free of any Environmental Liens or in (ii) post bonds or other financial assurances sufficient to satisfy the aggregateobligations or liability evidenced by such Environmental Liens, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, noreach case, to Company’s knowledge, has the extent such Environmental Liens arise from any Hazardous Material migrated beneath such properties.Environmental Liability of Parents or its Subsidiaries; (b) Except as would could not result, or reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse EffectChange, Company has not transportedcomply with all Environmental Laws and Environmental Permits; obtain and maintain in full force and effect all Environmental Permits; and conduct all actions, storedincluding Response Actions, usedrequired under any Environmental Actions or applicable Environmental Laws, manufacturedand in compliance with, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation the lawful requirements of any Governmental Authority and applicable Environmental Law (as defined below) in effect on or before the Effective Time.Laws; (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company Except as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would could not result, or reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect.Change, do or cause to be taken all commercially reasonable steps necessary to prevent any Release caused by Parent or any of its Subsidiaries, or any contractor, employee or agent thereof, in, on, under, to or from any Real Property except in full compliance with applicable Environmental Laws or an Environmental Permit, and (ii) ensure that Parent, any Subsidiary, and any contractor, employee or agent thereof, shall not use, store, handle or manage Hazardous Materials in, on, under or from any Real Property except those that are used, stored, handled and managed in compliance with applicable Environmental Laws; (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would Except as could not result, or reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect. To Change, undertake all commercially reasonable actions, including Response Actions, necessary, at the knowledge sole cost and expense of CompanyBorrower or its Subsidiaries, no fact to address (i) any Environmental Action and any obligations thereunder; (ii) any Release at, from or circumstance currently exists that is reasonably likely onto any Real Property as required pursuant to involve Company in Environmental Law or the requirements of any material environmental litigation or impose upon Company any material environmental liability.Governmental Authority; and (iii) Environmental Liability; (e) Company Diligently pursue and use commercially reasonable efforts to cause any Person with an indemnity, contribution or other obligation to any of the Loan Parties or their Subsidiaries relating to any Environmental Action or compliance with or liability under Environmental Law to satisfy such obligations in full and in a timely manner; and shall not amend in any way or waive any or all rights to such obligations without the prior written consent of Agent, which shall not be unreasonably withheld; (f) Upon Agent’s reasonable request, promptly provide to Agent documentation reasonably acceptable to Agent of compliance with items (a) through (e), including, without limitation, within 45 days following a written request of Agent, but no more frequently than once each year unless an Event of Default exists, pursuant to Section 5.12(g) below, or a Default caused by reason of a breach of Sections 4.11 or 5.12 herein, provide Agent with an environmental assessment, including where appropriate and permitted by the applicable lease, any soil and/or groundwater sampling, prepared by an environmental consulting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent; (g) Promptly, but in any event within ten (10) Business Days of its obtaining knowledge thereof, provide Agent with written notice of, and all data, information and reports generated or prepared in connection with, any of the following: (i) an Environmental Lien has notbeen filed or is threatened against the Real Property or any personal property of Parent or its Subsidiaries, either (ii) commencement of any material Environmental Action or notice that a material Environmental Action will be filed against Parent or its Subsidiaries, and (iii) any Release or threatened Release in, on, under, at, from or migrating to any Real Property owned, leased or operated by agreement any of Parent or (to Company’s knowledge) its Subsidiaries that requires reporting by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity Borrower under any Environmental Law, except as otherwise pursuant to and in compliance with the terms and conditions of an Environmental Permit or any Environmental Law and not including any obligation for investigationreport required under the Emergency Planning and Community Right to Know Act or similar state and local laws, cleanup, corrective action(iv) any material non-compliance with, or natural resource damages with respect violation of, any Environmental Law applicable to Hazardous Materials. any Parent, any Subsidiary, any Parent’s business and any Real Property, (fv) Neither Company norany Response Action which could reasonably be expected to result in a material Environmental Liability to Parent or any Subsidiary, (vi) any material notice or other material communication received by any Parent or Subsidiary from any Person or Governmental Authority relating to any material Environmental Liability of Parent or any Subsidiary. Notwithstanding the knowledge of Companyforegoing, nothing in this Section 5.12 shall require Parent or any of its agents, possess copies of Subsidiaries to provide any reports concerning the presence notice or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including communication that would waive any environmental site assessment reportsapplicable privilege.

Environmental. The Company will, and will cause each of its Subsidiaries to: (a) Except as would not result, or reasonably be expected use and operate all of its facilities and properties and manage all Hazardous Materials in compliance in all material respects with all Environmental Laws and keep all Environmental Permits material to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by operations of the Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesits Subsidiaries in effect and remain in material compliance therewith. (b) Except as would not result, promptly notify the Facility Agent and provide copies of all Environmental Claims alleging that the Company or its Subsidiaries are in non-compliance with or potentially liable under Environmental Law where such non-compliance or liability could reasonably be expected to result, individually or result in the aggregate, Company incurring Environmental Liabilities in a Company excess of $2,000,000 and promptly cure or have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (c) in the event of the Release or presence of any Hazardous Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed on any of its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) properties which is in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not resultLaw, or which could reasonably be expected to resultresult in Environmental Liability in excess of $2,000,000, individually or the Company and its Material Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all Remedial Action to mitigate and eliminate any such adverse effect in accordance with and to the aggregateextent required by applicable Environmental Laws, in a Company Material Adverse Effect.and shall keep the Facility Agent informed of their actions; (d) No legal actionat the written request of the Facility Agent or the Majority Lenders, proceedingwhich request shall specify in reasonable detail the basis therefor, revocation proceedingthe Company will provide, amendment procedure, writ, or injunction is pending and, to at the Company’s knowledgesole cost and expense, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company an environmental site assessment report concerning any Environmental Permit, Hazardous Material, property now or hereafter owned or leased by the Company or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Facility Agent, indicating the compliance status of the property under Environmental Law, the presence or absence of Hazardous Materials Activity on, at, under or emanating to or from such Property and the potential cost of Company. Company has received no written notification that it is or any Remedial Action required by Environmental Law, and the nature and status of any Environmental Claim and Environmental Liability, if in each case such request may be liable for natural resource damages, made only if (i) there has occurred and is continuing an Event of Default or (ii) the investigation Facility Agent or cleanup the Majority Lenders reasonably believe that a member of Hazardous Materials, the Group or for the response costs incurred by others any such property is not in conducting such investigation material compliance with Environmental Law or cleanup, which, in either case would not result, or that circumstances exist that could reasonably be expected to resultform the basis of an Environmental Claim against a member of the Group or to result in Environmental Liability, individually (in such events as are listed in this subparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable) provided that the Environmental Liability is in excess of $2,000,000. If the aggregateCompany fails to provide the same within 90 days after such request was made, in a the Facility Agent may upon giving notice thereof to the Company Material Adverse Effect. To order the knowledge same, and the Company shall procure that the owner of the relevant property will grant to the Facility Agent and the Majority Lenders and their agents access to such property and specifically grants the Facility Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment, all at the Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability.’s sole cost and expense; and (e) Company has notprovide such information and certifications which the Facility Agent may reasonably request from time to time to evidence compliance with this Clause 21.6, either by agreement or (provided such requests are limited to information in the possession of the Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (ai) The Company has complied with all Environmental Laws (as defined herein), the failure to comply with which could result in Damages (as defined herein) in excess of $25,000, and no action, suit, proceeding, hearing, charge, complaint, claim, demand, or notice, and no investigation has been filed or commenced against the Company alleging such failure. (ii) Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances (as would defined herein) which are incurred by the Company in the ordinary course of business, the Company has no liability for Hazardous Substances (and has not resulthandled, used, stored, recycled or disposed of any Hazardous Substance (as defined herein)), arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property or facility, in any manner that could reasonably be expected to resultform the basis for any present or future action, individually suit, proceeding, hearing, investigations, charge, complaint, claim or demand giving rise to any liability for Hazardous Substances which in each case could result in Damages in excess of $25,000 for any reason under any Environmental Laws. (iii) Except (i) to the extent accrued in the aggregateClosing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances which are incurred by the Company in a Company Material Adverse Effectthe ordinary course of business, no all properties and equipment used in the Business are free of any amounts of Hazardous Material Substances, the use and disposal of which could result in Damages (as defined belowherein) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate in excess of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties$25,000. (biv) Except as would not resultThere are no in service or out of service underground storage tanks located in or on real property owned by the Company or, to the extent the Company is responsible for such tanks or reasonably be expected to resultany environmental damage resulting therefrom, individually or in real property leased by the aggregate, in a Company Material Adverse Effect, Company. (v) The Company has not transported, stored, used, manufactured, disposed of, releasedreceived notice and has no knowledge of any reasonably likely claim under any Environmental Laws regarding the Business, or exposed its employees any real property owned or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before leased by the Effective TimeCompany. (cvi) Company currently holds As used herein, the term Environmental Laws shall mean all environmental approvalsfederal, permitsnational, licensesstate, clearancesEuropean Union and local laws, statutes, ordinances, rules, regulations, decrees, orders and settlements regarding the protection of human health, safety and the environment and pollution, in effect as of the date of this Agreement and applicable to the Facilities and the operations conducted thereon, as amended, and consents necessary for any regulations promulgated thereunder, as they existed on the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effectdate hereof. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. Except as set forth in Schedule 4.12: (a) Except as would not resultcould not, or reasonably be expected to result, in all such cases taken individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, no Hazardous Material (as defined belowi) has the Company and the Subsidiaries are and have been released by Company in compliance with all applicable Environmental Laws, (except as specifically authorizedii) have obtained all required Environmental Permits and are in compliance with their requirements, such as by permits issued by a Governmental Entity)and (iii) have resolved all past non-compliance with Environmental Laws and Environmental Permits without any pending, onto on-going or under any property occupied by Company future obligation, cost or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such propertiesliability. (b) Except as would not resultNeither the Company nor any of the Subsidiaries has (i) to the knowledge of the Company and its Subsidiaries, placed, held, located, released, transported or disposed, or caused to be disposed or released, any Hazardous Substances on, under, from or at any of the Company's or any of the Subsidiaries' currently or formerly owned or operated properties in a manner that could reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effectmaterial liability under an Environmental Law, Company (ii) any knowledge that any other party has not transportedplaced, storedheld, used, manufacturedlocated, disposed ofor released any Hazardous Substance on, releasedunder, from or at any of the Company's or any of the Subsidiaries' currently or formerly owned or operated properties in a manner that could reasonably be expected to result in a material liability under Environmental Laws, or exposed its employees (iii) received any written notice (A) of any violation of or others toliability under any Environmental Laws, (B) of the institution or pendency of any suit, action, claim, proceeding or investigation by any Governmental Entity or any third party in connection with any such violation or liability, (C) requiring the response to or remediation of Hazardous Materials Substances at or arising from any of the Company's or any of the Subsidiaries' current or former properties or operations or any other properties, (collectively, “Hazardous Materials Activities”D) in violation alleging noncompliance by the Company or any of the Subsidiaries with the terms of any Environmental Law Permit in any manner reasonably likely to require material expenditures or to result in material liability or (as defined belowE) in effect on demanding payment for response to or before remediation of Hazardous Substances at or arising from any of the Effective Time.Company's or any of the Subsidiaries' current or former properties or operations or any other properties; (c) To the knowledge of the Company currently holds all environmental approvalsand the Subsidiaries, permitsno Environmental Law imposes any obligation upon the Company or the Subsidiaries arising out of or as a condition to any transaction contemplated by this Agreement, licensesincluding any requirement to modify or to transfer any permit or license, clearancesany requirement to file any notice or other submission with any Governmental Entity, and consents necessary for the conduct placement of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectivelyany notice, “Environmental Permits”), except where the absence of such Environmental Permits would not resultacknowledgment or covenant in any land records, or reasonably be expected to resultthe modification of or provision of notice under any agreement, individually consent order or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effectconsent decree. To the knowledge of Companythe Company and the Subsidiaries, no fact lien or circumstance currently exists that is reasonably likely to involve Company in other encumbrance has been placed upon any material environmental litigation of the Company's or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity the Subsidiaries' properties under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials.; (fd) Neither The Company nor, to and the knowledge of Company, any of its agents, possess Subsidiaries have provided Parent with copies of any reports concerning environmental assessment, audit report, Environmental Permit or other similar studies or analyses in the presence possession of the Company or possible presence of released Hazardous Materials on the Subsidiaries relating to any real property currently or formerly owned, leased, leased or occupied by Companythe Company or the Subsidiaries. (e) As used in this Agreement, including any environmental site assessment reports.the following terms have the meanings set forth below:

Environmental. (a) Except as would not result, or reasonably be expected to resultnot, individually or in the aggregate, in reasonably be expected to have a Company Material Adverse Effect, no Hazardous Material neither the Company nor any of its Subsidiaries (as defined belowi) has been released by Company (except as specifically authorizedreceived any written notice with respect to the business of, such as by permits issued by a Governmental Entity)or properties owned or leased by, onto or under any property occupied by the Company or any affiliate of Companyits Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Environmental Laws, nor(ii) has caused any “release” of a “hazardous substance” (as those terms are defined in CERCLA), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release requires any cleanup or remediation pursuant to Company’s knowledgeEnvironmental Law or (iii) has received written notification of, and the Company has no knowledge of, any Hazardous Material migrated beneath such propertiespotential responsibility or liability of the Company or any Subsidiary pursuant to CERCLA or any similar Environmental Law. (b) Except The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not resultnot, or reasonably be expected to resultindividually, individually or in the aggregate, in reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, Company has not transportedto the Company’s Knowledge, storedthere are no pending or threatened claims that seek the revocation, usedcancellation, manufactured, disposed of, released, suspension or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation any adverse modification of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, such permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of failure to have any such Environmental Permits Permit would not resultnot, or reasonably be expected to resultindividually, individually or in the aggregate, in reasonably be expected to have a Company Material Adverse Effect. (dc) No legal actionThe Company previously has made available to Parent copies of all phase I environmental reports prepared by any Person, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any possession relating to compliance with Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, whichLaws, in either the case would not result, or reasonably be expected to result, individually or in of each of the aggregate, in a Company Material Adverse Effect. To foregoing within the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilitylast three (3) fiscal years. (ed) The representations and warranties contained in this Section 3.16 constitute the sole and exclusive representations and warranties made by the Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materialsconcerning environmental matters. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. Except as set forth on Schedule 4.19, each Company has complied and is in compliance with all Environmental Laws. Each Company has obtained and complied with, and is in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of its businesses. All such required Permits are set forth on Schedule 4.16(b). No Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any Environmental Law. Except as set forth on Schedule 4.19, none of the following exists at any property or facility currently owned or operated by any Company and none of the following existed at any property or facility previously owned or operated by any Company at or before the time the Company ceased to own or operate such property or facility: (a) Except as would not resultunderground storage tanks, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not resultasbestos-containing material in any form or condition, (c) materials or equipment containing polychlorinated biphenyls, or reasonably be expected to result(d) landfills, individually surface impoundments or in the aggregate, in a Company Material Adverse Effect, disposal areas. No Company has not transportedtreated, stored, used, manufactured, disposed of, releasedarranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or exposed its employees owned or others to, operated any property or facility (and no such property or facility is contaminated by any Hazardous Materials (collectively, “Hazardous Materials Activities”Substance) in violation of a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law (as defined below) Law. Neither this Agreement nor the Transactions will result in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary any Liability for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such site investigation or cleanup, whichor notification to or Consent of any Person, in either case would not result, pursuant to any “transaction-triggered” or reasonably be expected to result, individually or in the aggregate, in a “responsible property transfer” Environmental Laws. No Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has nothas, either by agreement expressly or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (Liability, including future any obligation for corrective or contingent liabilities) remedial action, of another person any other Person relating to any Environmental Law. No facts, events or entity under conditions relating to the past or present facilities, properties or operations of any Company will prevent, hinder or limit continued compliance with any Environmental Law, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Law, or give rise to any other Liabilities pursuant to any Environmental Law, including any obligation for investigationrelating to onsite or offsite releases or threatened releases of hazardous materials, cleanupsubstances or wastes, corrective actionpersonal injury, property damage or natural resource damages with respect to Hazardous Materialsresources damage. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except The Company holds all Environmental Permits necessary for the ownership and lease of their properties and assets and the lawful conduct of their respective businesses as currently conducted under and pursuant to all applicable Laws. All such Environmental Permits have been legally obtained and maintained and are valid and in full force and effect. No outstanding violations are or have been recorded in respect of any such Environmental Permits. No proceeding is pending or, to the Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any such Environmental Permit. The transactions contemplated by this Agreement or any Ancillary Agreement do not give rise to the requirement of any filing, consent, approval or modification in order for each Environmental Permit to continue to be valid and in full force and effect following the Closing. (b) The Company complies and has complied in all respects with and is not in default under any Environmental Law applicable to Company or any of its respective properties or assets except for such noncompliance as would not resulthave a Material Adverse Effect on the financial condition of the Company. (c) There are no Proceedings arising under any Environmental Law pending or, to the Knowledge of the Company, threatened that relate to the (i) Company or its respective assets, properties or businesses or (ii) the officers, directors, employees, stockholders or Affiliates of the Company (in their capacity as such). There are no outstanding judgments, writs, injunctions, orders, decrees or settlements arising under any Environmental Law that apply, in whole or in part, to the Company or their respective assets, properties or business. (d) To the Knowledge of the Company, there has been no Release or threatened Release of any Hazardous Substance from, and no Hazardous Substances are present at, on or beneath any property currently or formerly owned, leased or operated by the Company or, except as would not reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorizedany other location, such as by permits issued by a Governmental Entity), onto or under including any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or location at which any Hazardous Materials Activity of Company. manufactured, used or generated by the Company has received no written notification that it is have been stored, treated or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liabilitydisposed. (e) Company has not(i) “Hazardous Substances” shall mean any pollutant, either by agreement contaminant, hazardous substance, hazardous waste, medical waste, special waste, toxic substance, petroleum or (to Company’s knowledge) by operation of lawpetroleum-derived substance, assumed waste or undertaken additive, radioactive material, or other compound, element, material or substances in any liability form (including future products) regulated, restricted or contingent liabilities) of another person addressed by or entity under any applicable Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would expressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, Carvana has not resultreceived any written notice or other written communication from any person (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, Regulated Substances or USTs, or reasonably be expected remediation thereof, or possible liability of any Person (including without limitation, Carvana Lessee) pursuant to resultany Environmental Law, individually other environmental conditions in connection with the Real Property, or any actual or potential administrative or judicial proceedings in connection with any of the aggregateforegoing. Carvana is fully familiar with the present use of the Property, in a Company Material Adverse Effectand, after due inquiry, Carvana has become generally familiar with the prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Material (as defined below) has Materials have been released by Company (except as specifically authorizedused, such as by permits issued by a Governmental Entity)handled, onto or under any property occupied by Company or any affiliate of Companymanufactured, norgenerated, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transportedproduced, stored, usedtreated, manufacturedprocessed, transferred or disposed of at or on the Property, except in De Minimis Amounts and in compliance with all applicable Environmental Laws, and no Release or Threatened Release has occurred at or on the Property. The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any past or ongoing alterations or improvements at the Property, are and have been at all times, in compliance with all Environmental Laws. No further action is required to remedy any Environmental Condition or violation of, releasedor to be in full compliance with, any Environmental Laws, and no lien has been imposed on the Property in any federal, state or exposed its employees local Governmental Authority in connection with any Environmental Condition, the violation or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in threatened violation of any Environmental Law (as defined below) in effect on Laws or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct presence of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity on or off the Property. There is no pending or threatened litigation or proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened violation of Company. Company has received no written notification that it is any Environmental Laws or may be liable for natural resource damagesthe presence, Release, Threatened Release or placement on or at the investigation or cleanup Property of any Hazardous Materials, or for of any facts which would give rise to any such action, nor has Carvana (a) received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of any Environmental Laws at, on or in connection with the response costs incurred by others in conducting such investigation Property or cleanupthat there exists a presence, whichRelease, in either case would not resultThreatened Release or placement of any Hazardous Materials on or at the Property, or reasonably be expected to resultthe use, individually handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on the Property; (b) received any notice under the citizen suit provision of any Environmental Law in connection with the aggregateProperty or any facilities, operations or activities conducted thereon, or any business conducted in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement connection therewith; or (to Company’s knowledgec) by operation of lawreceived any request for inspection, assumed request for information, notice, demand, administrative inquiry or undertaken any liability (including future formal or contingent liabilities) of another person informal complaint or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials. (f) Neither Company nor, Materials relating to the knowledge Property or any facilities, operations or activities conducted thereon or any business conducted in connection therewith. (n) Information and Financial Statements. The financial statements and other information concerning Carvana delivered by or on behalf of CompanyCarvana to VMRE are true, correct and complete in all material respects, and no material adverse change has occurred with respect to the information provided in any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedsuch financial statements, or occupied by Companyother information provided to VMRE since the date such financial statements and other information were prepared or delivered to VMRE. Carvana understands that VMRE is relying upon such financial statements and information and Carvana represents that such reliance is reasonable. All such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and accurately reflect, including any environmental site assessment reportsas of the date of such statements, the financial condition of each entity to which they pertain.

Environmental. (a) Except as would not resultset forth on Section 5Q of the Company Disclosure Letter: (i) the Company and its Subsidiaries are in compliance with all Environmental Laws, or reasonably be expected except to resultthe extent any instances of noncompliance would, individually or in the aggregate, in not have a Company Material Adverse Effect, no Hazardous Material ; (ii) the Company and its Subsidiaries maintain and are in compliance with all Licenses and Permits and other authorizations that are required pursuant to Environmental Laws for the occupation of their facilities and the operation of their business as defined below) has been released by Company conducted as of the date hereof (except as specifically authorized, such as by permits issued by a Governmental Entity“Environmental Permits”), onto except to the extent any failure to maintain such Environmental Permits or under any property occupied by Company or any affiliate instances of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath noncompliance with such properties. (b) Except as Environmental Permits would not result, or reasonably be expected to resultnot, individually or in the aggregate, in have a Company Material Adverse Effect; (iii) the Company and its Subsidiaries have not released any regulated pollutants on the Leased Real Property and is not aware of the presence of any regulated pollutants on the Leased Real Property and (iv) since two (2) years prior to the date hereof, neither the Company nor any of its Subsidiaries has not transported, stored, used, manufactured, disposed received from a Governmental Entity or other third party any written notice of any violation of, releasedor liability under, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”)Laws, except where to the absence extent the subject matter of such Environmental Permits notice would not result, or reasonably be expected to resultnot, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. To For purposes of this Agreement, “Environmental Laws” shall mean all federal, state and local statutes, regulations, ordinances and other provisions having the knowledge of Company, no fact force or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation effect of law, assumed and all judicial and administrative orders and determinations which are binding upon the business of the Company and its Subsidiaries, in each case, concerning pollution or undertaken any liability (including future or contingent liabilities) protection of another person or entity under any Environmental Lawthe environment, including any obligation for investigationall those relating to the generation, cleanuphandling, corrective actiontransportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or natural resource damages cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, or polychlorinated biphenyls, as such of the foregoing are promulgated and in effect on or prior to the Closing Date. The representations and warranties set forth in this Section 5Q are the sole and exclusive representations and warranties of the Company with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Companyenvironmental matters, including any environmental site assessment reportsall matters arising under or relating to Environmental Laws.

Environmental. Except as set forth on Section 4.18 of the Company Disclosure Letter: (a) Except as would not resultthe Company is and for the last five (5) years, or reasonably be expected to result, individually or has been in the aggregatecompliance, in a all material respects, with applicable Environmental Laws and possesses all Company Material Adverse Effect, no Hazardous Material Permits required for their operations under applicable Environmental Laws (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where such non-compliance or the absence of failure to possess any such Environmental Permits would not resulthave a Company Material Adverse Effect and is, for the last five (5) years, has been, in compliance, in all material respects, with all such Environmental Permits, except where such non-compliance would not have a Company Material Adverse Effect and there are no Actions pending or, to the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension or adverse modification of any such Environmental Permit; (b) there is no Action pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries pursuant to any Environmental Law or relating to Hazardous Materials. Neither the Company nor any of its Subsidiaries has received any written notice, claim, request for information, citation, demand, or complaint from any Person, including but not limited to 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 has not been fully resolved and for which there are no outstanding obligations. Neither the Company, any of its Subsidiaries, any Owned Real Property or, to the Knowledge of the Company, any Leased Real Property is a party or subject to any Order pursuant to Environmental Law; (c) there has been no Release of, or exposure to, any Hazardous Materials on, at, under or from (i) the Owned Real Property (A) at any time when the Company or any of its Subsidiaries owned such Owned Real Property or (B) to the Knowledge of the Company, prior to the time at which the Company or any of its Subsidiaries owned such Owned Real Property, or (ii) to the Knowledge of the Company, the Leased Real Property or (iii) to the Knowledge of the Company, any real property formerly owned, leased or operated by the Company or any Subsidiary or any other location that has caused environmental contamination at such real properties, in each case that could reasonably be expected to result, individually result in an obligation to remediate such environmental contamination or result in liability on the aggregate, in a part of the Company Material Adverse Effector any Subsidiary pursuant to applicable Environmental Law. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, neither the Company nor any Subsidiary has assumed or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, provided indemnity against any material liabilities or injunction has been threatened by obligations of any Governmental Entity against Company concerning other Person under any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability.Laws; (e) no material capital expenditure by the Company has not, either by agreement or (any Subsidiary is required to Company’s knowledge) by operation of law, assumed achieve or undertaken any liability (including future maintain compliance with Environmental Law or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials.Permit; (f) Neither Company norno Owned Real Property or, to the knowledge Knowledge of the Company, any Leased Real Property or to the Knowledge of its agentsthe Company, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently formerly owned, operated, or leased by the Company or any Subsidiary is listed on, or has been proposed for listing on, the National Priorities List (or Superfund Enterprise Management System (SEMS)) under CERCLA, or any similar state list; and (g) the Company and/or its Subsidiaries have provided or otherwise made available to Parent any material environmental reports, audits, site assessments, notices of violation, citations, orders, and other similar documents with respect to their operations or the Owned or Leased Real Property or any other real property formerly owned, leased, or occupied operated by Companythe Company or any Subsidiary, including which are in the possession or control of the Company or any environmental site assessment reportsSubsidiary.

Environmental. (ai) Except as The Asset Sellers (to the extent related to the Business) and the Target Entities and their Subsidiaries have, for the past three (3) years complied, and are in compliance, with applicable Environmental, Health, and Safety Requirements and the Owned Real Property and Leased Real Property have for the past three (3) years complied, and are in compliance, with applicable Environmental, Health, and Safety Requirements, except for, in each case, such non-compliance that would not result, or reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (dii) No legal actionThe Asset Sellers, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending the Target Entities and their Subsidiaries have obtained and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others past three (3) years complied, and are in conducting compliance, with all Permits required for operation of the Business and for the use and occupancy of the Owned Real Property and the Leased Real Property pursuant to applicable Environmental, Health, and Safety Requirements, except for such investigation or cleanup, which, in either case non-compliance that would not result, or reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (eiii) Company has not, either by agreement or None of the Asset Sellers (to Companythe extent related to the Business) nor any of the Target Entities or their Subsidiaries is the subject of any Action, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity, respecting any Environmental, Health, and Safety Requirements, nor, to Seller’s knowledgeKnowledge, are any such Actions, citations, summons or subpoenas pending or threatened, except for such Actions that would not reasonably be expected to result in a Material Adverse Effect. (iv) by operation None of lawthe Asset Sellers (to the extent related to the Business) nor any of the Target Entities or their Subsidiaries is subject to any Liability under Environmental Health, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Lawand Safety Requirements, including but not limited to any obligation obligations to investigate, remediate, and/or take corrective action related to Releases of Hazardous Substances, or, to Seller’s Knowledge, potential Liability under Environmental, Health, and Safety Requirements, nor, to Seller’s Knowledge, are any such Liabilities pending or threatened, except for investigation, cleanup, corrective action, or natural resource damages such Liabilities that would not reasonably be expected to result in a Material Adverse Effect. (v) This Section 3.01(v) contains the sole and exclusive representations and warranties of Seller with respect to Hazardous Materials. (f) Neither Company norany environmental, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leasedhealth, or occupied by Companysafety matters, including without limitation any environmental site assessment reportsarising under any Environmental, Health, and Safety Requirements.

Environmental. To the knowledge of PMI, each of PMI and the PMI Subsidiaries and their respective businesses, operations and properties: (ai) Except is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals; (ii) has not received any order, request or notice from any Person alleging a material violation of any Environmental Law; (iii) (i) is not a party to any litigation or administrative proceeding, nor so far as would not resultit knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Environmental 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 cleanup, removal or remedial or other response action which arises out of or is related to the Environmental Release of any Hazardous Substances, (ii) has no knowledge of any conditions existing currently which could reasonably be expected to resultsubject it to damages, individually penalties, injunctive relief or in the aggregatecleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Entity in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or matter arising under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.Environmental Law; (biv) Except as is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would not result, or reasonably be expected to resultresult in any material environmental liabilities; (v) PMI and the PMI Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, individually as currently operated, and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither PMI nor any of the PMI Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vi) there are no changes in the aggregatestatus, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, terms or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation conditions of any Environmental Law (as defined below) in effect on Approvals held by PMI or before any of the Effective Time. (c) Company currently holds all environmental approvalsPMI Subsidiaries, permitsor any renewal, licensesmodification, clearancesrevocation, and consents necessary for the conduct reassurance, alteration, transfer, restriction or amendment of Company’s Hazardous Material Activities and other businesses of Company as any such activities and businesses are currently being conducted (collectivelyEnvironmental Approvals, “Environmental Permits”)or any review by, except where the absence or approval of, any Governmental Entity of such Environmental Permits would not resultApprovals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of PMI or any of the PMI Subsidiaries following the Effective Date; (vii) PMI and the PMI Subsidiaries have made available to Asanko all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (viii) to the knowledge of PMI, none of PMI and the PMI Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result, individually or result in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous MaterialsLaws. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as would 16.1 Each Group Company has conducted and is conducting the business in compliance with all Environmental Laws and there has not resultbeen any storage, transportation, release, leakage, migration, spill, discharge, entry, disposal, deposit or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate emission of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) Substance in violation of any Environmental Law (as defined below) or otherwise in effect on a manner that gives rise or, to the Seller’s best knowledge, could give rise to any claim, action, liability, expense or before obligation arising from or relating to any Environmental Law and there are no Hazardous Substances present at, in or under the Effective TimeProperties or any other property in violation of any Environmental Law or otherwise in such manner or at such level that results or, to the Sellers’ best knowledge, could result in any claim, action, liabilities, expenses or obligations being brought against or incurred by any Group Company. (c) Company currently holds all 16.2 All environmental approvalslicenses, permits, licensesconsents, clearancesauthorizations, certificates, registrations and consents necessary exemptions issued, granted or required under Environmental Law for the conduct operation of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted the Business (collectively, “the Environmental Permits”)) have been obtained, except where are in force and unconditional and have been complied with by each of the absence Group Companies. Seller has made available in the Data Room copies of such all Environmental Permits would not resultPermits, which are true, complete and correct in all material respects. 16.3 Neither the execution of the Transaction Documents nor Closing will require any notice to, filing with, or reasonably be expected approval or consent of any Governmental Entity pursuant to resultEnvironmental Laws, individually or result in the aggregaterevocation, in a Company Material Adverse Effect. (d) No legal actioncancellation, proceeding, revocation proceeding, amendment procedure, writ, suspension or injunction is pending modification of any Environmental Permit and, to Company’s the Sellers’ best knowledge, there are no actionevents, proceedingfacts or circumstances that could result in any such revocation, revocation proceedingcancellation, amendment procedure, writ, suspension or injunction has been threatened by modification of any such Environmental Permit or that could necessitate any works or expenditure for any Group Company to continue to comply with the terms and conditions of any Environmental Permit. 16.4 There are no agreements or arrangements concerning the environment (including any environmental covenants (milieuconvenanten) between any of the Group Companies and any Governmental Entity against or other third party, and none of the Group Companies has assumed either contractually or by operation of law any liabilities under Environmental Law of any other Person or entity. 16.5 No Group Company concerning has acted or is acting in violation of any Environmental Law nor has any Group Company received any written notice: (i) of any civil, criminal, regulatory or administrative action, claim, investigation or other proceedings or suit relating to a breach or alleged breach of any Environmental Law or Environmental Permits; (ii) that a Governmental Entity is intending to revoke, cancel, suspend or modify any Environmental Permit, Hazardous Material, or ; or (iii) that any Hazardous Materials Activity amendment to any Environment Permit is required to enable the continued operation of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or Business. 16.6 Sellers have made available in the aggregateData Room true, in a Company Material Adverse Effect. To the knowledge complete and correct copies of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any all material environmental litigation reports and other reports regarding the physical condition of the Properties in Sellers’ possession or impose upon Company any material environmental liabilityreasonable control. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. To the best of Lessee’s knowledge, except (ai) Except as would not result, or reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect; or (ii) as set forth in the Environmental Report: (i) Neither the Premises nor any of the Lessee Parties are in material violation of, no Hazardous Material (as defined below) has been released or subject to, any pending or, to Lessee’s actual knowledge, threatened investigation or inquiry by Company (except as specifically authorized, such as by permits issued by a any Governmental Entity), onto Authority or to any remedial obligations under any property occupied by Company or any affiliate Environmental Laws with respect to the use of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.the Premises; (bii) Except as would not resultAll permits, licenses or reasonably be expected similar authorizations required for the Lessee Parties to resultoccupy, individually operate or in use any buildings, improvements, fixtures and equipment forming a part of the aggregatePremises by reason of any Environmental Laws have been obtained; (iii) No Hazardous Materials have been used, in a Company Material Adverse Effecthandled, Company has not transportedmanufactured, generated, produced, stored, usedtreated, manufacturedprocessed, transferred, disposed ofof or otherwise Released in, releasedon, under, from or about the Premises, except in Permitted Amounts; (iv) The Premises do not contain Hazardous Materials, except in Permitted Amounts; (v) There is no threat of any Release migrating to the Premises in excess of Permitted Amounts; (vi) There is no past or present non-compliance with Environmental Laws, or exposed its employees with permits issued pursuant thereto, in connection with the use of the Premises; (vii) None of the Lessee Parties has received any written or others to, oral notice from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof in excess of Permitted Amounts, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the Premises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, in each case with respect to the use of the Premises; (collectively, “viii) All documents in the possession of the Lessee Parties relating to any Environmental Condition or Releases of Hazardous Materials Activities”in, on, under or from the Premises, other than in Permitted Amounts, has been provided to Lessor, including, without limitation, any such documentation relating to prior Remediation; and (ix) in violation The Premises are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (as defined below) in effect the “Environmental Liens”); and none of the Lessee Parties has allowed any tenant or other user of the Premises to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or before off the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”Premises), except where impaired the absence value of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company Premises in any material environmental litigation respect, is contrary to any requirement of any insurer, constituted a public or impose upon Company private nuisance, constituted waste, or violated any material environmental liability. (e) Company has notcovenant, either by condition, agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, easement applicable to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsPremises.

Environmental. (a) Except as set forth in Schedule 3.22, to the Shareholders' Knowledge, the Assets, the Company and the Company's Subsidiaries are free of any Environmental Defects, except as would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Effect on the Company, nor, to the Company’s knowledge, has any Hazardous Material migrated beneath such properties's Subsidiaries or the Assets. (b) Except With respect to the Assets, except as would not resultset forth in Schedule 3.22, neither the Company nor any of its Subsidiaries has entered into, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others is subject to, Hazardous Materials (collectivelyany agreements, “Hazardous Materials Activities”) consents, orders, decrees, judgments or other directives of Governmental Entities in violation of existence at this time based on any Environmental Law (as defined below) in effect on or before the Effective TimeLaws. (c) Except as set forth in Schedule 3.22, to the Shareholders' Knowledge, none of the Company currently holds all environmental approvals, permits, licenses, clearancesnor the Company's Subsidiaries has received written notice from any Person of, and consents necessary for no investigation or written claim is pending regarding, any Release, disposal, event, condition, circumstance, activity, practice or incident concerning the conduct Company, any of the Company’s Hazardous Material Activities 's Subsidiaries, the Assets, the Company's or any of the Company's Subsidiaries' current or prior operations or any land, facility, asset or property currently or formerly owned or leased by any of the Company or the Company's Subsidiaries and alleging either (i) a violation of Environmental Law, including common law, or (ii) obligations, including remediation or other businesses liabilities under Environmental Law, except, in the case of Company either clause (i) or (ii) hereof, as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse EffectEffect on the Company, and of the Company's Subsidiaries or the Assets. (d) No legal actionExcept as set forth in Schedule 3.22, proceedingto the Shareholders' Knowledge, revocation proceeding, amendment procedure, writthere has been no Release on or from the Assets or on or from any property currently or formerly owner, or injunction is pending and, to operated by the Company or any of the Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or 's Subsidiaries of any Hazardous Materials Activity of Company. Company has received no written notification that it is in any substantial amount or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists concentration that is reasonably likely to involve Company in any material environmental litigation have a Material Adverse Effect on the Company, the Company's Subsidiaries or impose upon Company any material environmental liabilitythe Assets. (e) Except as set forth in Schedule 3.22, the Company has notor one or more of the Company's Subsidiaries, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company noror, to the knowledge Shareholders' Knowledge, an operator of the Assets, holds those licenses, permits, or other authorizations necessary under Environmental Laws to carry on operations connected with the Assets to the extent of and as currently conducted, except where the failure to obtain such licenses, permits, or other authorizations could not reasonably be expect to have a Material Adverse Effect on any of the Company, any of its agents, possess copies of any reports concerning the presence Company's Subsidiaries or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsthe Assets.

Environmental. (a) Except as would where a violation or failure is not result, or reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect, no (i) keep any material property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent with written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to abate said Release; (as defined belowiv) provide the Agent with written notice wi▇▇▇▇ ten (10) days of the receipt of any of the following: (A) notice that a material Environmental Lien has been released filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order to the extent that any of the foregoing are reasonably likely to have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by Company any Loan Party or any of its Subsidiaries (except as specifically authorizedor its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such as by permits issued Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Entity)Authority relating to the presence or Release of such Hazardous Materials, onto or under (D) any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law and/or (as defined belowE) in effect on any Environmental Action filed against the Agent or before any Lender to the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for extent that any of the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or foregoing is reasonably be expected likely to result, individually or in the aggregate, in have a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. (a) Except as has not had and would not resultbe reasonably expected, or reasonably be expected to result, individually individual or in the aggregate, in to have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, no Hazardous Material (as defined below) has been released by and since June 1, 2012 have been, in compliance in all material respects with all applicable Environmental Laws, including possessing, maintaining and complying with all Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto Permits required for their operations or occupation of any real property under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.applicable Environmental Laws; (b) Except as would not resultthere is no pending or threatened Legal Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received written notice, report or other information from any Person, including any Governmental Entity, alleging that the Company or any of its Subsidiaries has been or is in material violation or potentially in material violation of any applicable Environmental Law or otherwise may be materially liable under any applicable Environmental Law. Neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; (c) neither the Company nor any of its Subsidiaries has assumed, undertaken, provided an indemnity with respect to, or reasonably be expected otherwise become subject to, any liability of another Person relating to resultEnvironmental Laws; (d) neither the Company nor any of its Subsidiaries, individually predecessors or in the aggregate, in a Company Material Adverse Effect, Company Affiliates has not transportedtreated, stored, used, manufactured, disposed of, arranged for or permitted the disposal of, manufactured, distributed, transported, handled, or released, or exposed its employees or others any Person to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected so as to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely give rise to involve Company in any material environmental litigation liabilities (contingent or impose upon Company any material environmental liability.otherwise) or investigatory, corrective or remedial obligations pursuant to Environmental Laws; (e) with respect to the Owned Real Property and the Leased Real Property and any properties formerly owned, leased or operated by the Company or any of its Subsidiaries, there have been no releases, spills, or discharges of, or any other contamination by, Hazardous Materials on, in, from or underneath any of such properties or facilities that (i) has not, either by agreement caused environmental contamination at such properties or (facilities that has resulted or could result in an obligation of the Company or any of its Subsidiaries to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any remediate such environmental contamination pursuant to Environmental Law, including or (ii) has resulted or could result in liability of the Company or any obligation for investigation, cleanup, corrective action, or natural resource damages with respect of its Subsidiaries pursuant to Hazardous Materials.Environmental Law; and (f) Neither the Company norhas furnished to Parent and Merger Sub all environmental audits, reports and other material environmental documents relating to the knowledge past or current properties, facilities or operations of Companythe Company or its Subsidiaries, any of predecessors or Affiliates, which are in its agents, possess copies of any reports concerning the presence possession or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsunder its reasonable control.

Environmental. To the knowledge of PMI, each of PMI and the PMI Subsidiaries and their respective businesses, operations and properties: (ai) Except is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals; (ii) has not received any order, request or notice from any Person alleging a material violation of any Environmental Law; (iii) (i) is not a party to any litigation or administrative proceeding, nor so far as would not resultit knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Environmental 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 cleanup, removal or remedial or other response action which arises out of or is related to the Environmental Release of any Hazardous Substances, (ii) has no knowledge of any conditions existing currently which could reasonably be expected to resultsubject it to damages, individually penalties, injunctive relief or in the aggregatecleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Entity in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or matter arising under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties.Environmental Law; (biv) Except as is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would not result, or reasonably be expected to resultresult in any material environmental liabilities; (v) PMI and the PMI Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, individually as currently operated, and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither PMI nor any of the PMI Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vi) there are no changes in the aggregatestatus, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, terms or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation conditions of any Environmental Law (as defined below) in effect on Approvals held by PMI or before any of the Effective Time. (c) Company currently holds all environmental approvalsPMI Subsidiaries, permitsor any renewal, licensesmodification, clearancesrevocation, and consents necessary for the conduct reassurance, alteration, transfer, restriction or amendment of Company’s Hazardous Material Activities and other businesses of Company as any such activities and businesses are currently being conducted (collectivelyEnvironmental Approvals, “Environmental Permits”)or any review by, except where the absence or approval of, any Governmental Entity of such Environmental Permits would not resultApprovals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of PMI or any of the PMI Subsidiaries following the Effective Date; (vii) PMI and the PMI Subsidiaries have made available to K▇▇▇▇▇ all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (viii) to the knowledge of PMI, none of PMI and the PMI Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result, individually or result in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous MaterialsLaws. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) Except as would not resultany Environmental Law, (b) any Environmental Claim, or reasonably be expected to result(c) any Hazardous Materials Activity that, individually or in the aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or could reasonably be expected to resulthave a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.Section 9604) or any comparable state law which could reasonably be expected to have a Material Adverse Effect. There are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or could reasonably be expected to resulthave a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has treated, stored or disposed of any hazardous waste at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the treatment, storage or disposal of hazardous waste that, in each case, would require a SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT EXECUTION 838278-New York Server 7A permit under RCRA. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, in have a Company reasonable possibility of giving rise to a Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, . Notwithstanding anything in this Section 4.14 to Company’s knowledgethe contrary, no action, proceeding, revocation proceeding, amendment procedure, writ, event or injunction condition has been threatened by occurred or is occurring with respect to Holdings or any Governmental Entity against Company concerning of its Subsidiaries relating to any Environmental PermitLaw, any Release of Hazardous MaterialMaterials, or any Hazardous Materials Activity of Company. Company which individually or in the aggregate has received no written notification that it is had or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or could reasonably be expected to result, individually or in the aggregate, in have a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reports.

Environmental. None of the premises or any properties owned, occupied or leased by the Company or its Subsidiaries (athe “Premises”) Except as has been used by the Company or the Subsidiaries or, to the Company’s knowledge, by any other Person, to manufacture, treat, store, or dispose of any substance that has been designated to be a “hazardous substance” under applicable Environmental Laws (hereinafter defined) (“Hazardous Substances”) in violation of any applicable Environmental Laws, except to the extent that any such violation would not result, or reasonably be expected to resultreasonably, individually or in the aggregate, in be expected to have a Company Material Adverse Effect. To its knowledge, no the Company has not disposed of, discharged, emitted or released any Hazardous Material (Substances which would require, under applicable Environmental Laws, remediation, investigation or similar response activity. No Hazardous Substances are present as defined below) has been released by a result of the actions of the Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, noror, to the Company’s knowledge, has any Hazardous Material migrated beneath other Person, in, on or under the Premises which would give rise to any liability or clean-up obligations of the Company under applicable Environmental Laws, except to the extent that any such properties. (b) Except as presence would not result, or reasonably be expected to resultreasonably, individually or in the aggregate, in be expected to have a Company Material Adverse Effect. The Company and, Company has not transportedto the Company’s knowledge, storedany other Person for whose conduct it may be responsible pursuant to an agreement or by operation of law, usedare in material compliance with all laws, manufacturedregulations and other federal, disposed ofstate or local governmental requirements, releasedand all applicable judgments, or exposed its employees or others toorders, Hazardous Materials (collectivelywrits, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvalsnotices, decrees, permits, licenses, clearancesapprovals, and consents necessary for or injunctions in effect on the conduct date of Company’s this Agreement relating to the generation, management, handling, transportation, treatment, disposal, storage, delivery, discharge, release or emission of any Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted Substance (collectively, the “Environmental PermitsLaws”), except where . Neither the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (f) Neither Company nor, to the Company’s knowledge, any other Person for whose conduct it may be responsible pursuant to an agreement or by operation of law has received any written complaint, notice, order, or citation of any actual, threatened or alleged noncompliance with any of the Environmental Laws, and there is no proceeding, suit or investigation pending or, to the Company’s knowledge, threatened against the Company or, to the Company’s knowledge, any such Person with respect to any violation or alleged violation of the Environmental Laws, and, to the knowledge of the Company, any of its agents, possess copies there is no basis for the institution of any reports concerning the presence such proceeding, suit or possible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including any environmental site assessment reportsinvestigation.