Common use of Environmental Liability Clause in Contracts

Environmental Liability. Except as set forth in Section 4.18 of the ICBC Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on ICBC or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of ICBC, threatened against ICBC or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Laws.

Environmental Liability. Except as set forth (a) To PVFC’s knowledge, (i) PVFC and the PVFC Subsidiaries are in Section 4.18 material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by PVFC or any of the ICBC Disclosure SchedulePVFC Subsidiaries, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in a material Environmental Liability for PVFC or the impositionPVFC Subsidiaries, on ICBC (iii) no Contamination exists at any real property currently owned by a third party and leased by PVFC or the PVFC Subsidiaries that would reasonably be expected to result in a material Environmental Liability for PVFC or the PVFC Subsidiaries, (iv) neither PVFC nor any of the PVFC Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither PVFC nor any of the PVFC Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of PVFC or the PVFC Subsidiaries and (vi) PVFC has listed in Section 3.16 of the PVFC Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its Subsidiaries of any liability or obligation arising under common law standards possession relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectivelyPVFC, the PVFC Subsidiaries and any Owned Properties or Leased Properties which were prepared in the last five years. (b) As used in this Agreement, (i) the term “Environmental Laws”)” means collectively, pending orany and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the knowledge of ICBCenvironment or human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened against ICBC emissions, discharges or any of its Subsidiaries. To releases to, on, onto or into the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation environment of any of their respective current propertiesHazardous Substance, (ii) its the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any of its Subsidiaries’ participation in the management of Governmental Entity under any propertyEnvironmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) its the term “Contamination” means the emission, discharge or release of any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws inHazardous Substance to, on, under onto or affecting into the environment and the effects of such emission, discharge or release, including the presence or existence of any such property. ICBC has previously made available Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to Sovereign copies of any and all environmental reportsattain or maintain compliance with, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks applicable Environmental Laws or relating to the environmental condition of any property owned or operated by ICBC arising from Contamination or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental LawsHazardous Substances.

Environmental Liability. Except as set forth in Section 4.18 4.12 of the ICBC Target Disclosure Schedule, there are no legal, administrative, arbitral Schedule or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that as could not reasonably could be expected to result in the imposition, on ICBC or any liabilities that have a Target Material Adverse Effect: (a) The businesses of Target and its Subsidiaries of any liability or obligation arising under common law standards relating to have been and are operated in material compliance with all applicable federal, state and local environmental protection, human health and safety or safetysimilar laws, or under any localstatutes, state or federal environmental statuteordinances, regulation or ordinancerestrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (collectivelytogether, the “Environmental Laws”). (b) Neither Target nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Target’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Target or any of its Subsidiaries except in material compliance with all Environmental Laws. (c) Neither Target nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Target, any other communication alleging or concerning any material violation by Target or any of its Subsidiaries of, or responsibility or liability of Target or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Target, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Target or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Target have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation. (d) Target and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Target and its Subsidiaries; there are no pending or, to the knowledge of ICBCTarget, threatened against ICBC threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Target does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations. (e) Without in any way limiting the generality of the foregoing, (i) to Target’s knowledge, all offsite locations where Target or any of its Subsidiaries. To Subsidiaries has transported, released, discharged, stored, disposed or arranged for the knowledge disposal of ICBCHazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), there is no reasonable basis for PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any such proceedingproperty owned, claim, action leased or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its operated by Target or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation Subsidiaries except in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement material compliance with respect to Environmental Laws or materials regulated under Environmental Laws. (f) No claims have been asserted or, to Target’s knowledge, threatened to be asserted against Target or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Target or its Subsidiaries.

Environmental Liability. Except as set forth in Section 4.18 the HCIA Disclosure Schedule and except for matters which, individually or in the aggregate, would not have or be reasonably likely to have a material adverse effect on HCIA or any of its subsidiaries, (i) HCIA and each subsidiary is in compliance with all applicable Environmental Laws (as defined below); (ii) all permits and other governmental authorizations currently held by HCIA and each subsidiary pursuant to the Environmental Laws are in full force and effect, HCIA and each subsidiary is in compliance with all of the ICBC terms of such permits and authorizations, and no other permits or authorizations are required by HCIA or any subsidiary for the conduct of their respective businesses; and (iii) the management, handling, storage, transportation, treatment, and disposal by HCIA and each subsidiary of any Hazardous Materials (as defined below) has been in compliance with all applicable Environmental Laws. Neither HCIA nor any subsidiary has received any written communication that alleges that HCIA or any subsidiary is not in compliance in all material respects with all applicable Environmental Laws. Except as set forth in the HCIA Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature pending or, to the best knowledge of HCIA, threatened against HCIA or any of its subsidiaries seeking to impose, or that could reasonably could be expected to result in the imposition, on ICBC HCIA or any of its Subsidiaries subsidiaries, of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Response Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of ICBC, threatened against ICBC or any of its Subsidiariesamended. To the best knowledge of ICBCHCIA, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its obligation or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such propertysubsidiaries on HCIA. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained As used in this Agreement, these terms shall have the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Laws.following meanings:

Environmental Liability. Except as set forth in Section 4.18 Neither Parent nor any of the ICBC Disclosure Schedule, there are no its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of actionaction or, to the Knowledge of Parent, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on ICBC Parent or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending which liability or obligation would reasonably be expected to result in a Parent Material Adverse Effect. During, or, to the knowledge Knowledge of ICBCParent, threatened against ICBC or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during prior to the period of of, (ia) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (iib) its or any of its Subsidiaries’ participation in the management of any property, or (iiic) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such propertyproperty which would reasonably be expected to result in a Parent Material Adverse Effect. ICBC has previously made available Neither Parent nor any of its Subsidiaries is subject to Sovereign copies of any and all environmental reportsagreement, studiesorder, assessments and information in its possession and prepared judgment, decree, letter or memorandum by or at with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Parent Material Adverse Effect. Parent and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the request of ICBC since December 31aggregate, 2003 regarding underground storage tanks or relating would not reasonably be expected to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiaryresult in a Parent Material Adverse Effect. Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreement(including Section 5.12), the representations and warranties of Parent in this Section 4.18 are 5.15 constitute the only sole representations and warranties of ICBC in this Agreement Parent with respect to Environmental Laws or materials regulated under any matter (including any liability) relating to Environmental Laws.

Environmental Liability. Except (a) HFP and each of its Subsidiaries are in material compliance with all Environmental Laws (as set forth hereinafter defined) and neither HFP nor any of its Subsidiaries has received any written or, to HFP's Knowledge, oral, communication from any person or Governmental Entity that alleges that HFP or any of its Subsidiaries is not in Section 4.18 compliance with Environmental Laws. HFP has no Knowledge of any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may interfere with, or prevent, future continued material compliance on the part of HFP or any of the ICBC Disclosure ScheduleSubsidiaries with Environmental Laws. (b) HFP and each of its Subsidiaries have obtained or applied for all material environmental permits necessary for the construction of their facilities or the conduct of their operations, there and all such environmental permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and HFP and its Subsidiaries are in material compliance with all terms and conditions of such environmental permits. HFP has no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations Knowledge of any nature seeking to imposepast or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may interfere with, or prevent, future continued compliance on the part of HFP or any of the Subsidiaries with the environmental permits. HFP has no Knowledge of matters or conditions that would preclude reissuance or transfer of any environmental permit, including amendment of such instrument, to ▇▇▇▇▇▇ or one of its Subsidiaries where such action is necessary to maintain compliance with Environmental Laws in all material respects. (c) HFP has no Knowledge of any current Environmental Law or environmental permit imposing any future requirement which could reasonably could be expected to result in the impositionaccrual of a material cost. (d) Except as would not have, on ICBC individually or in the aggregate, a HFP Material Adverse Effect, there is no Environmental Claim (as hereinafter defined) pending or, to the Knowledge of HFP, threatened (i) against HFP or any of its Subsidiaries, (ii) against any person or entity whose liability for any Environmental Claim HFP or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against any real or personal property or operations which HFP or any of its Subsidiaries owns, leases or manages, in whole or in part. (e) HFP has no Knowledge of any liability or obligation arising under common law standards relating Release (as hereinafter defined) of any Hazardous Material (as hereinafter defined) that would be reasonably likely to environmental protection, human health or safety, or under form the basis of any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of ICBC, threatened Claim against ICBC HFP or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis against any person or entity whose liability for any such proceedingEnvironmental Claim HFP or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, claimagainst any person or entity that has executed a guarantee in favor of HFP or in which HFP has an equity interest or affecting any assets that are pledged as collateral to HFP. (f) HFP has no Knowledge, action or governmental investigation that would impose with respect to any liability or obligation. To the knowledge predecessor of ICBC, during the period of (i) its HFP or any of its Subsidiaries’ ownership or operation , of any Environmental Claim pending or threatened, or of their respective current properties, (ii) its any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against HFP or any of its Subsidiaries’ participation in . (g) HFP has disclosed to ▇▇▇▇▇▇ all facts which HFP reasonably believes form the management basis of a material current or future cost relating to any propertyenvironmental matter affecting HFP and the Subsidiaries. (h) Neither HFP nor any of its Subsidiaries, nor, to the Knowledge of HFP, any owner of premises leased or (iii) its operated by HFP or any of its Subsidiaries’ holding Subsidiaries has received any notice with respect to such premises under federal, state, local or foreign law indicating past or present treatment, storage or disposal of a security interest Hazardous Materials or other interest is engaging or has engaged in business operations involving the generation, transportation, treatment, recycling or disposal of any property, there were no releases or threatened releases of hazardous, toxic, waste regulated under the Environmental Laws including radioactive or dangerous materials or other materials regulated under Environmental Laws inthe nuclear power industry. (i) None of the properties owned, on, under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned leased or operated by ICBC HFP, any of its Subsidiaries or, to the Knowledge of HFP, any predecessor thereof (i) is now or was in the past, listed on the National Priorities list of Superfund Sites, the CERCLIS Information System, or any ICBC Subsidiary. Notwithstanding anything to other comparable state or local environmental database or (ii) contains any above ground or underground storage tanks. (j) The Merger will not require any governmental approvals under the contrary contained in this AgreementEnvironmental Laws, the representations and warranties including those that are triggered by sales or transfers of businesses or real property. (k) As used in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Laws.3.24:

Environmental Liability. Except as set forth in Section 4.18 of the ICBC Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or for matters that would not reasonably could be expected to result have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries are in compliance with all applicable Environmental Laws, have been in compliance with all applicable Environmental Laws except for any such noncompliance that has been fully resolved, and have obtained or timely applied for or renewed all Environmental Permits necessary for their operations as currently conducted; (ii) there have been no Releases of any Hazardous Materials that require investigation or remediation by the imposition, on ICBC Company or any of its Subsidiaries of pursuant to any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Law; (collectively, the “iii) there are no Environmental Laws”), Claims pending or, to the knowledge Knowledge of ICBCthe Company, threatened against ICBC the Company or any of its Subsidiaries. To ; (iv) neither the knowledge Company nor any of ICBCits Subsidiaries has retained or assumed, there is no reasonable basis for any such proceedingeither contractually or by operation of law, claim, action or governmental investigation that would impose any liability or obligationobligation that would reasonably be expected to have formed the basis of any Environmental Claim against the Company or any of its Subsidiaries; and (v) there is not located at any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries any underground storage tanks, asbestos containing materials or assets or equipment containing polychlorinated biphenyls in excess of 50 parts per million. To The Company and each of its Subsidiaries have delivered or otherwise made available for inspection to MergerCo true, complete and correct copies and results of any reports, studies, or analyses possessed or initiated by the knowledge Company or any of ICBCits Subsidiaries pertaining to Hazardous Materials in, during on, beneath or adjacent to any Material Facility or regarding the period of (i) its Company’s or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under compliance with applicable Environmental Laws inat such Facilities, on, under or affecting any such property. ICBC has previously made available in each case that disclose matters would reasonably be expected to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiaryhave a Company Material Adverse Effect. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in this Section 4.18 are 3.16 and Section 3.19 shall be the only sole and exclusive representations and warranties of ICBC in this Agreement the Company with respect to Environmental Laws or materials regulated under Environmental Lawsenvironmental matters.

Environmental Liability. Except as set forth (a) To CBI’s Knowledge, (A) CBI and its Subsidiaries are in Section 4.18 of the ICBC Disclosure Schedulematerial compliance with applicable Environmental Laws, there are (B) no legalContamination exceeding applicable cleanup standards or remediation thresholds exists at real property, administrative, arbitral including buildings or other proceedingsstructures, claims, actions, causes of action, private environmental investigations currently or remediation activities formerly owned or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on ICBC or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of ICBC, threatened against ICBC operated by CBI or any of its Subsidiaries. To the knowledge of ICBC, there is that reasonably could result in a material Environmental Liability for CBI or its Subsidiaries, (C) no reasonable basis Contamination exists at any real property currently owned by a third party that reasonably could result in a material Environmental Liability for any such proceedingCBI or its Subsidiaries, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (iD) its or neither CBI nor any of its Subsidiaries’ ownership Subsidiaries has received any written notice, demand letter, or operation of claim alleging any of their respective current propertiesmaterial violation of, or liability under, any Environmental Law, (iiE) its or neither CBI nor any of its Subsidiaries’ participation in the management of Subsidiaries is subject to any propertyorder, decree, injunction or (iii) its other agreement with any Governmental Entity or any third party under any Environmental Law that reasonably could result in a material Environmental Liability of CBI or its Subsidiaries’ holding Subsidiaries and (F) CBI has set forth in Section 3.17 of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously the CBI Disclosure Schedule and made available to Sovereign FNB copies of any and all environmental reports, reports or studies, assessments sampling data, correspondence and information filings in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of CBI, its Subsidiaries and any property currently owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to real property of CBI which were prepared in the contrary contained last five years. (b) As used in this Agreement, (A) the representations term “Environmental Laws” means collectively, any and warranties in this Section 4.18 are all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the only representations Environment or protection of human health and warranties safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of ICBC in this Agreement with respect any Hazardous Substance, (B) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (C) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (D) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney an consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or materials regulated under Environmental Lawsrelating to or arising from Contamination or Hazardous Substances.

Environmental Liability. Except (a) Each of Niagara and its Subsidiaries, and, to Niagara’s Knowledge (except as set forth in Section 4.18 written third party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Niagara), any property in which Niagara or any of its Subsidiaries holds a security interest, is in material compliance with all local, state or federal environmental, health or safety Laws, including the ICBC Disclosure ScheduleComprehensive Environmental Response, there Compensation, and Liability Act of 1980, as amended (“Environmental Laws”). (b) There are no legal, administrative, arbitral or other proceedings, claimsclaims or actions pending, actionsor, causes to the Knowledge of actionNiagara, private threatened against Niagara or any of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking that seek to impose, impose or that could reasonably could be expected to result in the imposition, on ICBC Niagara or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), Law pending or, to the knowledge Knowledge of ICBCNiagara, threatened against ICBC Niagara or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to Niagara and its Subsidiaries, taken as a whole. To the knowledge Knowledge of ICBCNiagara, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To obligation that would have or would reasonably be expected to, individually or in the knowledge aggregate, be material to Niagara and its Subsidiaries, taken as a whole. (c) Except as set forth in written third party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of ICBCbusiness to a third party that is not an Affiliate of Niagara, to the Knowledge of Niagara, during or prior to the period of (i) its Niagara’s or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (ii) its Niagara’s or any of its Subsidiaries’ participation in the management of any property, property or (iii) its Niagara’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously made available property which would reasonably be expected to, individually or in the aggregate, be material to Sovereign copies Niagara and its Subsidiaries, taken as a whole. (d) Neither Niagara nor any of its Subsidiaries is subject to any and all environmental reportsagreement, studiesorder, assessments and information in its possession and prepared judgment or decree by or at the request of ICBC since December 31with any court, 2003 regarding underground storage tanks governmental authority, regulatory agency or relating third party imposing any liability or obligation with respect to the foregoing. There has been no written third-party environmental condition site assessment conducted since January 1, 2013 assessing the presence of hazardous materials located on any property owned or operated leased by ICBC Niagara or any ICBC Subsidiary. Notwithstanding anything Niagara Subsidiary that is within the possession or control of Niagara or its Affiliates as of the date of this Agreement that has not been delivered to Mackinac prior to the contrary contained in date of this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Laws.

Environmental Liability. Except as set forth in Section 4.18 4.13 of the ICBC Company Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes : (a) The businesses of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on ICBC or any of Company and its Subsidiaries of any liability have been and are operated in material compliance with all federal, state and local statutes, regulations or obligation arising under common law standards rules relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, the regulation or ordinanceprotection of human health, including safety or the environment, including, without limitation, the federal Clean Water Act, Oil Pollution Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Hazardous Materials Transportation Act, Solid Waste Disposal Act, Toxic Substances Control Act of 1980and Emergency Planning and Community Right-to-Know Act and analogous state and local laws, each as amended and currently in effect (collectivelytogether, the “"ENVIRONMENTAL LAWS"). (b) Neither Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, discharge, release, disposal or transport of any pollutant, contaminant or waste that is regulated by any Governmental Authority or any material that is defined as a "hazardous waste," "hazardous substance," "hazardous material," "restricted hazardous waste," or "toxic substance" under any Environmental Laws ("HAZARDOUS SUBSTANCES") at any of its properties or facilities, except in material compliance with all Environmental Laws and then only in a manner that does not give rise to any potentially material remedial obligations compelled by any Governmental Authority under Environmental Laws”). (c) Neither Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party alleging or concerning any potentially material violation by Company or any of its Subsidiaries of, pending oror responsibility or liability of Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of ICBCCompany, threatened against ICBC threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Company or any of its Subsidiaries. To the knowledge Subsidiaries alleging or concerning any violation of ICBCor responsibility or liability under any Environmental Law that, there is no reasonable basis for any such proceedingif adversely determined, claimwould reasonably be expected to have a Company Material Adverse Effect. (d) Company and its Subsidiaries are in possession of and in material compliance with all material approvals, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBCpermits, during the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current propertieslicenses, (ii) its or any of its Subsidiaries’ participation in the management of any propertyregistrations and similar type authorizations required by, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated all Governmental Authorities under Environmental Laws infor the operation of the businesses of Company and its Subsidiaries as currently conducted. (e) To Company's knowledge, onno claims have been asserted or threatened against Company or its Subsidiaries for any personal injury or property damage alleged to arise out of exposure to Hazardous Substances used, under handled, generated, transported or affecting any such property. ICBC has previously made available disposed by Company or its Subsidiaries, except as would not reasonably be expected to Sovereign copies of any and all environmental reports, studies, assessments and information result in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Lawsliabilities that have a Company Material Adverse Effect.

Environmental Liability. Except as set forth in Section 4.18 (a) The Tenant assumes the sole responsibility for the contamination of the ICBC Disclosure SchedulePremises created during the Term and any renewals thereof by any contaminant (for the purposes of this lease, there are no legala “contaminant” means any solid, administrativeliquid, arbitral gas, odour, heat, sound, vibration or radiation that results directly or indirectly from human activities that may cause an adverse effect) and shall wholly indemnify the Landlord with respect thereto. The Tenant shall not bring onto the Premises any contaminant, provided that the Tenant may bring onto the Premises hazardous pharmaceutical ingredients or products necessary for the conduct of a pharmaceutical business, subject to the provisions of this Section relating to liability and indemnity. Any such hazardous materials will be properly contained and stored in accordance with all applicable environmental laws and regulations. The Tenant shall be similarly liable for, and shall indemnify the Landlord with respect to, any claims, actions or demands of any kind whatsoever, with respect to any pollutant or toxic substance on or in the Premises created or caused during the Term and any renewals thereof as a result of the activities of the Tenant or any other person, except for the Landlord or those for whom it is in law responsible. The Tenant shall bear sole responsibility for the cleanup and removal of any such contaminant, pollutant or toxic substance and shall be solely liable for any consequential damages claimed by anyone with respect thereto and shall wholly indemnify the Landlord with respect thereto. The liability of the Tenant shall extend, but shall not be limited to, any liability for damages or otherwise to owners, tenants or other proceedingsoccupants of properties adjacent to the Premises. The liability of the Tenant shall not be affected by or limited to contaminants, claimspollutants, actionsor toxic substances within the knowledge or control of the Tenant and the Tenant’s liability shall extend to all contaminants, causes of actionpollutants or toxic substances on or in the Premises created during the Term and any renewals thereof, private no matter how caused. The Tenant: shall comply with all environmental investigations or remediation activities or governmental investigations laws and regulations affecting the Premises; shall promptly advise the Landlord in writing of any nature seeking orders or claims issued by any governmental authority or agency with respect to imposethe state or condition of the Premises and their compliance or noncompliance with environmental laws and regulations; shall present to the Landlord for the Landlord’s approval (not to be unreasonably withheld or delayed) any remedial plans which the Tenant elects or is required to initiate or perform with respect to causing the Premises to comply with all applicable environmental laws and regulations; shall promptly notify the Landlord in writing if any statutory or civil proceedings are commenced against the Tenant under any environmental law or regulation; shall permit the Landlord at any time on reasonable notice to the Tenant to enter the Premises to inspect same in connection with compliance with environmental laws and regulations and to conduct such tests and procedures on the Premises as the Landlord may elect in connection with the existence of contaminants, pollutants or that reasonably could toxic substances and the compliance of the Premises with environmental laws and regulations, all such activities to be expected conducted so as to result cause as little interference with Tenant’s business as possible in the impositioncircumstances; and shall clean up and, on ICBC provided such removal is permitted in accordance with all applicable laws and regulations, remove any contaminants, pollutants or toxic substances caused during the Term or any renewal of its Subsidiaries the Term, prior to expiration of the Term or any renewal of the Term (including the removal of any liability storage tanks, bin, plumbing, machinery, equipment or obligation other facilities affected by same) all to the satisfaction of any governmental agencies with jurisdiction over same and in accordance with all applicable laws and regulations. If the Tenant elects to maintain insurance with respect to claims arising out of breach of environmental laws and regulations or otherwise with respect to the existence of contaminants, pollutants or toxic substances on the Premises, the Landlord shall be shown as an additional named insured under common law standards relating the applicable policies of insurance. Such policies shall be endorsed so that the ability of the Landlord to environmental protectionrecover thereunder shall be unaffected by any act, human health omission or safety, or under any local, state or federal environmental statute, regulation or ordinancenegligence of the Tenant. The obligations of the Tenant, including its obligations to indemnify the Comprehensive Environmental ResponseLandlord, Compensation shall survive the expiration or termination of this lease and Liability Act shall remain in full force and effect until fully complied with. If the Tenant refuses to comply with any of 1980the foregoing obligations or, as amended if the Tenant is not, in a timely and diligent fashion (collectivelygiven the existing circumstances), attempting to comply with any of the foregoing obligations, such failure shall constitute an event of default under this lease and shall entitle the Landlord to the same rights and remedies available with respect to any other default, including, without limitation the right of terminating this lease and re-entering the Premises, all without releasing the Tenant from its obligations. If the Tenant fails to comply with the foregoing obligations, the “Environmental Laws”)Landlord may, pending orat its option, elect to comply with same at the cost and expense of the Tenant (including Landlord’s legal fees on a solicitor on his own client basis) and the Tenant shall pay all such costs and expenses, together with the additional sum of 15% of such costs and expenses for Landlord’s overhead, to the knowledge of ICBCLandlord forthwith on demand. (b) Notwithstanding Section 9.18, threatened against ICBC the Tenant shall not be responsible for any contamination which was caused by the Landlord, its agents, servants, employees or those for whom in law the Landlord is responsible. (c) Notwithstanding this Section 9.18, the Tenant shall only be responsible for any contamination created during the Term or any of its Subsidiaries. To renewal or extension thereof, and the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To Landlord shall wholly indemnify the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement Tenant with respect to Environmental Laws or materials regulated under Environmental Lawsany loss, damage, costs and actions arising from any contamination which may have occurred on the Premises prior to the Commencement Date.

Environmental Liability. Except Contractor and County acknowledge that there is potential existing contamination and Hazardous Materials and environmental liabilities at the Yolo County landfill gas-to-energy (LFGTE) plant and the site on which it is located, the extent of which is not known or expected to be known as set forth in Section 4.18 of the ICBC Disclosure ScheduleCommencement Date. Due to the fact that the extent of the presence of Hazardous Materials and contamination has not been fully identified, there are as a condition to Contractor’s execution of this Agreement, the County agrees to indemnify Contractor as follows: Contractor shall have no legalliability for, administrativeand County agrees to indemnify, arbitral or other proceedingsdefend and hold Contractor, its affiliates, officers, directors, employees, contractors, and subcontractors (“Contractor Indemnified Party”) harmless against and from any and all damages, losses, liabilities, claims, actionslitigation, causes demands, proceedings, judgments, or suits of action, private environmental investigations any kind or remediation activities or governmental investigations of any nature seeking to imposewhatsoever, including, without limitation, all costs of investigations, monitoring, clean-up, remediation, removal, restoration, court costs and fees, and expenses of attorneys and expert witnesses of any kind or nature whatsoever, which may at any time be imposed upon, incurred by, or that reasonably could be expected to result in the imposition, on ICBC asserted or awarded against any Contractor Indemnified Party arising out of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health the presence (or safetyalleged presence) or the release of Hazardous Materials, or under any localthe pollution or contamination, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of ICBC, threatened against ICBC or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws inof, on, from, under or affecting the Yolo County landfill gas- to-energy (LFGTE) plant or the site on which such plant is located without regard to the source and without regard to the negligence of any party and specifically without regard to whether the presence, release or contamination is caused in whole or in part by the negligence or other fault of any Contractor Indemnified Party, except to the extent any such propertyrelease or contamination is proven in a court of law to be directly caused by the willful misconduct of the Contractor Indemnified Party and unrelated to any pre-existing site conditions. ICBC has previously made available to Sovereign copies County and Contractor hereby agree and acknowledge that there shall be a rebuttable presumption that the presence of any and all environmental reports, studies, assessments and information in its possession and prepared by or at Hazardous Materials and/or contamination was present on the request of ICBC since December 31, 2003 regarding underground storage tanks or relating site prior to the environmental condition commencement of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations Contractor’s work and warranties in this Section 4.18 are the only representations Contractor’s liability and warranties of ICBC in this Agreement obligations with respect to Environmental Laws any release or materials regulated under Environmental Lawscontamination shall be limited only to that which can be proven in a court of law to be directly caused by the willful misconduct of Contractor.

Environmental Liability. Except (a) Subject to all applicable terms and conditions of this Article VIII, Seller hereby agrees to indemnify Purchaser and its Affiliates (including the Railroads after the Closing) and their respective officers, directors, employees, stockholders, agents and Representatives against, and agrees to hold them harmless from, any Losses incurred as a result of: (i) any breach of any representation or warranty of Seller set forth in Section 4.18 3.14 of this Agreement, disregarding any qualification contained in any such representation or warranty based upon “Material Adverse Effect,” “materiality” or “Knowledge,”; (ii) any Environmental Liability to the extent arising from any condition existing or any act or omission occurring at or prior to the Closing Date; or (iii) any Superfund Site Liabilities, (the matters described in the foregoing clauses (i) and (ii) are referred to individually as a “Pre-Closing Environmental Liability” and collectively referred to as “Pre-Closing Environmental Liabilities”); provided, however, that Seller shall not have any obligation or liability for the Pre-Closing Environmental Liabilities unless and until the aggregate of all Pre-Closing Environmental Liabilities exceeds $50,000.00 on a cumulative basis (the “Environmental Deductible”); further provided, that Purchaser and its Affiliates will not be entitled to indemnification for any Environmental Liability to the extent, but only to the extent, that the negligence of the ICBC Disclosure SchedulePurchaser or its Affiliates after the Closing Date increased the amount of such Environmental Liability (provided, there however, that Purchaser shall not be considered to have been negligent for failing to perform in its due diligence environmental investigations upon any of the Real Estate prior to the Closing Date, or for complying with the terms of Section 8.3(g)(v)); and further provided, that Seller shall only be liable under this Section 8.3 for any amounts over the Environmental Deductible until such time (if ever) as the aggregate of all Pre-Closing Environmental Liabilities exceeds $10,000,000.00 on a cumulative basis (the “Cap”); at which ▇▇▇▇ ▇▇▇▇▇▇ shall not have any further obligation or liability for Pre-Closing Environmental Liabilities, and further provided, that the Environmental Deductible and the Cap shall not apply to the obligation of the Seller to provide indemnification with respect to the Superfund Site Liabilities. Seller’s obligations to indemnify Purchaser pursuant to this Section 8.3(a), and the Environmental Deductible and Cap, are no legalseparate from and in addition to any obligations of Seller to indemnify Purchaser, administrativeand the Seller Deductible and limits of liability, arbitral or other proceedingsset forth in Section 8.1. (b) Purchaser acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to any Pre-Closing Environmental Liability shall be pursuant to the indemnification provisions set forth in this Section 8.3. In furtherance of the foregoing, claimsPurchaser hereby waives, actionsto the fullest extent permitted under Law, any and all rights, claims and causes of actionaction it may have against Seller and its Affiliates and each of their respective officers, private environmental investigations directors, employees, stockholders, agents and Representatives arising under or remediation activities based upon any Environmental Law and in connection with any Pre-Closing Environmental Liabilities, except pursuant to the indemnification provisions in this Section 8.3. (c) Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no liability pursuant to this Section 8.3 for any Pre-Closing Environmental Liabilities caused by or governmental investigations arising out of any nature seeking (i) the presence of creosote or creosote ties on the Real Property to imposethe extent consistent with customary railroad practices and in material compliance with applicable Environmental Laws, (ii) the presence of slag ballast on the Real Property to the extent consistent with customary railroad practices and in material compliance with applicable Environmental Laws, (iii) leakage of lubricants, fuel and coolants from locomotives that are both not reportable under applicable Environmental Laws and are not in excess of twenty-five gallons, (iv) undamaged and non-leaking electrical equipment containing polychlorinated biphenyls in amounts not reportable under applicable Environmental Laws, or (v) the presence on the Real Property of rail, ties, ballast, rail anchors, spikes, bolts, angle bars, tie plates, switches and other track material of a type customarily used by railroads applying industry standard track construction practices in material compliance with applicable Environmental Laws. (d) Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no liability or indemnity obligations pursuant to this Section 8.3 for Pre-Closing Environmental Liabilities not made known to Seller by Purchaser in a written statement received by Seller within three (3) years of the Closing Date, provided, however, that the foregoing provisions will not apply to the obligation of Seller to provide indemnification with respect to the Superfund Site Liabilities, which will continue indefinitely. Such written statement shall be in reasonable detail, including information as to the nature and extent of the Pre-Closing Environmental Liability. (e) With respect to any Environmental Liability for which, and any Pre-Closing Environmental Liability to the extent that, Purchaser has liability pursuant to this Article VIII and to the extent that such liability involves the implementation of a Remedial Action, Seller shall have the right to reasonably could be expected to result review and provide Purchaser with reasonable written comments in the imposition, on ICBC advance of (i) Purchaser’s (or any of its Subsidiaries Affiliates’) selection of consultants and contractors designated to perform the Remedial Action, and (ii) the development of the scope of work for, and type of, the Remedial Action to be implemented. Purchaser shall review and reasonably consider Seller’s comments. To the extent reasonably feasible, Purchaser shall provide all plans, reports and submissions to any liability or obligation arising under common law standards relating Governmental Entity regarding any such Remedial Action in draft form to environmental protectionSeller a reasonable time prior to transmission of such items to such Governmental Entity and Purchaser shall review and reasonably consider any of Seller’s comments on such plans, human health or safetyreports and submissions. (f) With respect to the Pre-Closing Environmental Liabilities for which, or under any localto the extent that, state or federal environmental statuteSeller has liability pursuant to this Section 8.3 and to the extent that such liability involves the implementation of a Remedial Action, regulation or ordinancePurchaser shall have the right to review and provide Seller with written comments in advance of (i) Seller’s selection of consultants and contractors designated to perform the Remedial Action, including and (ii) the Comprehensive Environmental Responsedevelopment of the scope of work for, Compensation and Liability Act of 1980, as amended (collectivelytype of, the “Remedial Action to be implemented. Seller shall review and reasonably consider Purchaser’s comments. To the extent reasonably feasible, Seller shall provide all plans, reports and submissions to any Governmental Entity regarding any such Remedial Action in draft form to Purchaser a reasonable time prior to transmission of such items to such Governmental Entity and Seller shall review and reasonably consider any of Purchaser’s comments on such plans, reports and submissions. Where Remedial Action is required, Seller may choose the option that is most financially feasible provided such option is acceptable to all relevant Governmental Entities and is otherwise in compliance with all Environmental Laws”). (g) To the extent only that Seller’s interests would in fact otherwise be materially prejudiced, pending orSeller’s indemnification and cost-sharing obligations under this Section 8.3 are expressly conditioned upon: (i) Purchaser’s compliance in all material respects with the provisions of subsections (d)-(f) of this Section 8.3; (ii) Seller being kept reasonably informed, to the knowledge on a reasonably timely basis, of ICBC, threatened against ICBC all substantive contacts between any Governmental Entity or third party and Purchaser or any of its Subsidiaries. To Affiliates with respect to an indemnified matter; (iii) Seller being given the knowledge option to manage or, at its election, reasonably participate in all material discussions and material proceedings concerning the need for timing, method, extent and cost of ICBCan indemnified matter that is the subject of this Section 8.3; (iv) Seller being given the option to challenge, there at its sole expense (including, without limitation, initiating legal proceedings), an indemnified matter that may be the subject of this Section 8.3 which Seller considers to be unlawful provided that so doing does not materially disrupt operations of the Railroads or subject the Railroads to material Losses; (v) the exercise of all commercially reasonable efforts by Purchaser and its Affiliates to keep the number and cost of any indemnified matters that may be the subject of this Section 8.3 as low as is no reasonable basis for commercially reasonably feasible, including, but not limited to, avoidance of any such proceeding, claim, action invasive environmental investigations intended to identify matters subject to this Section 8.3 (including soil or governmental investigation that would impose any liability groundwater sampling) not required by Environmental Laws or obligation. To the knowledge of ICBC, during the period of other applicable Laws; and (ivi) its Purchaser’s (or any of its Subsidiaries’ ownership or operation applicable Affiliates’) agreement (which agreement shall not be unreasonably withheld) to impose restrictions in a deed limiting activities to industrial and/or non-residential uses only on any real estate subject to clean-up requirements provided that so doing does not materially disrupt operations of any of their respective current properties, the Railroads. (iih) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything else to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are 8.3, to the only representations and warranties extent that any Excluded Liability includes any environmental matter or a matter that would be a Pre-Closing Environmental Liability, such matter shall be the subject of ICBC the indemnification exclusively provided in this Agreement with respect to Environmental Laws or materials regulated under Environmental LawsSection 8.3 and not also the subject of Section 8.1(a)(iii).

Environmental Liability. Except as set forth in Section 4.18 Neither Parent nor any of the ICBC Disclosure Schedule, there are no its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of actionaction or, to the Knowledge of Parent, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on ICBC Parent or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending which liability or obligation would reasonably be expected to result in a Parent Material Adverse Effect. During, or, to the knowledge Knowledge of ICBCParent, threatened against ICBC or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during prior to the period of of, (ia) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (iib) its or any of its Subsidiaries’ participation in the management of any property, or (iiic) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such propertyproperty which would reasonably be expected to result in a Parent Material Adverse Effect. ICBC has previously made available Neither Parent nor any of its Subsidiaries is subject to Sovereign copies of any and all environmental reportsagreement, studiesorder, assessments and information in its possession and prepared judgment, decree, letter or memorandum by or at with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Parent Material Adverse Effect. Parent and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material Permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the request of ICBC since December 31aggregate, 2003 regarding underground storage tanks or relating would not reasonably be expected to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiaryresult in a Parent Material Adverse Effect. Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreement(including Section 5.12), the representations and warranties of Parent in this Section 4.18 are 5.16 constitute the only sole representations and warranties of ICBC in this Agreement Parent with respect to Environmental Laws or materials regulated under any matter (including any liability) relating to Environmental Laws.

Environmental Liability. Except (i) as set forth in Section 4.18 4.12 of the ICBC Target Disclosure ScheduleLetter and (ii) operations and properties of the Joint Venture, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes as to which the representations and warranties contained in this Section 4.12 shall not apply: (a) The businesses of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on ICBC or any of Target and its Subsidiaries of any liability or obligation arising under common law standards have been and are operated in compliance in all material respects with all applicable Laws relating to environmental protection, the protection or regulation of the environment or human health or safety, or under any local, state or federal environmental statute, regulation or ordinancehealth, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Toxic Substance Control Act, Hazardous Materials Transportation Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act Act, Superfund Amendments and Reauthorization Act, Endangered Species Act, National Environmental Policy Act, Mine Safety and Health Act, General Mining Law of 19801872, Federal Land Policy and Management Act, 1897 Organic Act, National Historic Preservation Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect as well as all state counterparts of such federal requirements (collectively, the “Environmental Laws”). (b) Neither Target nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (collectively, “Hazardous Substances”), except in compliance in all material respects with all Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws, and, to Target’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has otherwise occurred at any property or facility owned, leased or operated by Target or any of its Subsidiaries, except in compliance in all material respects with all Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws. (c) Neither Target nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Target, any other communication alleging or concerning any material violation by Target or any of its Subsidiaries of, or responsibility or liability of Target or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Target, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Target or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Target have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation. (d) Target and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Target and its Subsidiaries as currently conducted. There are no pending or, to the knowledge of ICBCTarget, threatened against ICBC threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations. Target does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any such approvals, permits, licenses, registrations and authorizations. (e) Without in any way limiting the generality of the foregoing, to Target’s knowledge, (i) all offsite locations where Target or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are and have been licensed and operating as required by Law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are now or have been used or stored at any property owned, leased or operated by Target or any of its Subsidiaries. To the knowledge of ICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation except in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest compliance in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under all material respects with Environmental Laws in, on, and in a manner that does not give rise to any Liability under or affecting any such property. ICBC has previously made available to Sovereign copies of any and all environmental reports, studies, assessments and information in its possession and prepared by or at the request of ICBC since December 31, 2003 regarding underground storage tanks or relating to the environmental condition of any property owned or operated by ICBC or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Laws. (f) No claims have been asserted or, to Target’s knowledge, threatened to be asserted against Target or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed of by Target or its Subsidiaries.

Environmental Liability. Except as set forth in Section 4.18 4.15 of the ICBC Grande Disclosure ScheduleSchedule or for such matters that would not, there are no legalin the aggregate, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the impositiona Grande Material Adverse Effect: (a) Each of Grande Holdings and Grande Operating has at all times been and is in material compliance with all applicable foreign, on ICBC or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any localfederal, state and local environmental, health and safety or federal environmental statutesimilar Laws, regulation or ordinancestatutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, and legal requirements, including the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, and Emergency Planning and Community Right to Know Act, as amended in effect from time to time through the date as of which this representation and warranty is being made (collectivelytogether, the “Environmental Laws”). (b) Neither Grande Holdings nor Grande Operating (nor any of their predecessors-in-interest or Affiliates) has caused, arranged for or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of, or the exposure of any Person to, any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, hazardous materials, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”) so as to give rise to any material Liabilities under Environmental Laws, and no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility (including any Owned Real Property or Leased Real Property) owned, operated or leased by Grande Holdings, Grande Operating or any of their predecessors-in-interest or Affiliates (and no such property or facility is or was contaminated by any Hazardous Substance) so as to give rise to any material Liabilities under Environmental Laws. (c) Neither Grande Holdings nor Grande Operating has received any written notice from any Governmental Authority or third party or, to the knowledge of Grande Operating, any other communication alleging or concerning any material violation by Grande Holdings or Grande Operating of, or responsibility or Liability of Grande Holdings or Grande Operating under, any Environmental Law. There are no pending, or to the knowledge of Grande Holdings and Grande Operating, threatened claims, suits, Actions, proceedings or investigations with respect to the businesses or operations of, or otherwise affecting, Grande Holdings or Grande Operating alleging or concerning any material violation of, or responsibility or Liability under, any Environmental Law. (d) Grande Holdings and Grande Operating have obtained and at all times complied with, and are in compliance with, all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Grande Holdings and Grande Operating; and there are no pending or, to the knowledge of ICBCGrande Operating, threatened against ICBC Actions alleging violations of or any of its Subsidiaries. To the knowledge of ICBCseeking to modify, there is no reasonable basis for any such proceeding, claim, action revoke or governmental investigation that would impose any liability or obligation. To the knowledge of ICBC, during the period of (i) its or any of its Subsidiaries’ ownership or operation deny renewal of any of their respective current propertiessuch approvals, permits, licenses, registrations and authorizations. (iie) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. ICBC has previously Grande Holdings and Grande Operating have made available to Sovereign copies of any Parent all environmental audits, reports and assessments and all environmental reportsother material documents bearing on environmental, studies, assessments and information in its possession and prepared by health or at the request of ICBC since December 31, 2003 regarding underground storage tanks or safety Liabilities relating to the environmental condition past or current operations or facilities of Grande Holdings and Grande Operating (and their predecessors-in-interest or Affiliates), including any property owned Owned Real Property or operated by ICBC Leased Real Property, in each case which are in their possession or any ICBC Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.18 are the only representations and warranties of ICBC in this Agreement with respect to Environmental Laws or materials regulated under Environmental Lawstheir reasonable control.