Common use of Environmental Matters Clause in Contracts

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford Neither it nor any of its Subsidiaries subsidiaries or Joint Ventures nor any of their respective Facilities or operations for which they are liable (a) has received any Environmental Liability or (b) is subject to any outstanding written order, consent decree or oral communication from settlement agreement with any person or governmental authority that alleges that Brekford Person relating to any Environmental Law, any Environmental Claim, or any of its Subsidiaries is not Hazardous Materials Activity that, in compliance with applicable Environmental Laws, except for such non-compliance whicheach case, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each Effect. Neither it nor any of its Subsidiaries have obtained subsidiaries has received any letter or have applied request for all environmentalinformation under Section 104 of the Comprehensive Environmental Response, health Compensation and safety permits, licenses, variances, approvals and authorizations Liability Act (collectively, the 42 U.S.C. § 9604) (“Environmental PermitsCERCLA”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not any comparable state law which it reasonably be expected expects will lead to have liability having a Material Adverse Effect on BrekfordEffect. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part None of Brekford its or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters subsidiaries’ or conditions that would preclude reissuance Joint Ventures’ Real Property, Pipelines or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action Facilities is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford listed or any of its Subsidiaries, (ii) against any person whose liability proposed for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed listing on the National Priorities List of Superfund Sites promulgated pursuant to CERCLA, (the “NPL”), ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (“CERCLIS”), or iii) included on any other comparable state or local environmental databasesimilar list maintained by any Governmental Authority, including those that any such listing relating to petroleum, where the inclusion on such list(s) could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. To its Knowledge, there are triggered by sales and have been no conditions, occurrences or transfers Hazardous Materials Activities which could reasonably be expected to form the basis of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford an Environmental Claim against it or any of its Subsidiariessubsidiaries or Joint Ventures that, which are individually or in the possession aggregate, could reasonably be expected to have a Material Adverse Effect. Compliance with reasonably foreseeable future requirements pursuant to or control of Brekford under Environmental Laws is not reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect. To its Knowledge, no event or condition has occurred or is occurring with respect to it or any of its Subsidiariessubsidiaries relating to any Environmental Law, related to compliance with Environmental Laws, Environmental Claims, or Releases any release of Hazardous Materials, or any Hazardous Materials Activity that individually or in the aggregate has resulted in or could reasonably be expected to have a Material Adverse Effect. For purposes No material Lien has been recorded or, to its Knowledge, threatened, under any Environmental Law with respect to any Property, including Real Property and Pipelines, of this Section 4.13:it or any Restricted Subsidiary. It has made or has caused its Restricted Subsidiaries to make available to the Administrative Agent all material records and files in their possession concerning compliance with or liability under Environmental Law, including those concerning the existence of Hazardous Material at Facilities or Real Property or Pipelines currently or formerly owned, operated, leased or used by it or any of its Restricted Subsidiaries. It has made, has caused its Unrestricted Subsidiaries to make, and has used commercially reasonable efforts to cause its Joint Ventures to make available to the Administrative Agent all records and files in their possession concerning compliance by it and its subsidiaries and Joint Ventures, as applicable, with or liability under Environmental Law, including those concerning the existence of Hazardous Material at Facilities or Real Property or Pipelines currently or formerly owned, operated, leased or used by it or any of its Unrestricted Subsidiaries or Joint Ventures, if the contents of such records and files relate to events or occurrences that could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Each of Parent Guarantor and the Borrower will at its sole expense: (i) comply, and cause its Properties and operations and each of its Subsidiaries are Subsidiary and have been in compliance each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws Laws, to the extent the breach thereof could be reasonably expected to have a Material Adverse Effect; (as defined belowii) not Release or threaten to Release, and neither Brekford nor cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of its Subsidiaries has received Parent Guarantor’s, the Borrower’s or their Subsidiaries’ Properties or any written or oral communication from any person or governmental authority that alleges that Brekford other property offsite the Property to the extent caused by Parent Guarantor’s, the Borrower’s or any of its Subsidiaries is not their Subsidiaries’ operations except in compliance with applicable Environmental Laws, except for to the extent such non-compliance which, individually Release or in the aggregate, threatened Release could not reasonably be expected to have a Material Adverse Effect on Brekford. Effect; (biii) Brekford timely obtain or file, and cause each of its Subsidiaries have Subsidiary to timely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectivelyfiled in connection with the operation or use of Parent Guarantor’s, the “Environmental Permits”) necessary for Borrower’s or their Subsidiaries’ Properties, to the construction of their facilities extent such failure to obtain or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, file could not reasonably be expected to have a Material Adverse Effect on Brekford. There Effect; (iv) promptly commence and diligently prosecute to completion, and cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of Parent Guarantor, the Borrower’s or their Subsidiaries’ Properties, to the extent failure to do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause Parent Guarantor, the Borrower or their Subsidiaries to owe damages or compensation that could reasonably be expected to cause a Material Adverse Effect; and (vi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that Parent Guarantor’s, the Borrower’s and their Subsidiaries’ obligations under this Section 8.10(a) are no past or present eventstimely and fully satisfied, conditionsto the extent failure to do so could reasonably be expected to have a Material Adverse Effect. (b) If Parent Guarantor, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer Subsidiary receives written notice of any such action or, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against Parent Guarantor, the Borrower or their Subsidiaries or their Properties, in each case in connection with any Environmental PermitLaws, including amendment the Borrower will within fifteen days after any Responsible Officer obtains actual knowledge thereof give written notice of such instrument, the same to Novume or one of its Subsidiaries, where Administrative Agent if the Borrower could reasonably anticipate that such action is necessary will result in liability (whether individually or in the aggregate) in excess of $20,000,000, not fully covered by insurance, subject to maintain material compliance with Environmental Lawsnormal deductibles. (c) To Brekford’s knowledgeIn connection with any acquisition by Parent Guarantor, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Borrower or any Restricted Subsidiary of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending orany Oil and Gas Property, to Brekford’s knowledgeother than an acquisition of additional interests in Oil and Gas Properties in which Parent Guarantor, threatened (i) against Brekford the Borrower or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or Restricted Subsidiary previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be deliveredheld an interest, to the Company copies of all written environmental audit reportsextent Parent Guarantor, written site assessments performed by environmental professionalsthe Borrower or such Restricted Subsidiary obtains or is provided with same, asbestos surveys, written claims Parent Guarantor and complaintsthe Borrower will, and consent decrees will cause each Restricted Subsidiary to, promptly following Parent Guarantor, the Borrower’s or such Restricted Subsidiary’s obtaining or being provided with the same, deliver to the Administrative Agent such final and other similar documents with respect to Brekford or any non-privileged material environmental reports of its Subsidiaries, which such Oil and Gas Properties as are in reasonably requested by the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Administrative Agent.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Parent and the Borrower shall at their sole expense: (i) comply, and cause their Properties and operations and each of its Subsidiaries are other Restricted Subsidiary and have been in compliance each other Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws Laws, to the extent the breach thereof could be reasonably expected to have a Material Adverse Effect; (as defined belowii) not Release or threaten to Release, and neither Brekford nor cause each Restricted Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Parent’s or its Subsidiaries has received Restricted Subsidiaries’ Properties or any written or oral communication from any person or governmental authority that alleges that Brekford other property offsite the Property to the extent caused by the Parent’s or any of its Subsidiaries is not Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, except for to the extent such non-compliance which, individually Release or in the aggregate, threatened Release could not reasonably be expected to have a Material Adverse Effect on Brekford. Effect; (biii) Brekford timely obtain or file, and cause each of its Subsidiaries have other Restricted Subsidiary to timely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or have applied for all environmentalfiled in connection with the operation or use of the Parent’s or its Restricted Subsidiaries’ Properties, health and safety permits, licenses, variances, approvals and authorizations (collectively, to the “Environmental Permits”) necessary for the construction of their facilities extent such failure to obtain or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, file could not reasonably be expected to have a Material Adverse Effect on Brekford. There Effect; (iv) promptly commence and diligently prosecute to completion, and cause each other Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) to the extent any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Parent’s or its Restricted Subsidiaries’ Properties, to the extent failure to do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause the Parent or its Restricted Subsidiaries to owe damages or compensation that could reasonably be expected to cause a Material Adverse Effect; and (vi) establish and implement, and shall cause each other Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Parent’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a) are no past or present eventstimely and fully satisfied, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on to the part of Brekford extent failure to do so could reasonably be expected to have a Material Adverse Effect. (b) If the Parent or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer Restricted Subsidiary receives written notice of any such action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Parent or its Restricted Subsidiaries or their Properties, in each case in connection with any Environmental PermitLaws, including amendment the Borrower will within fifteen (15) days after any Responsible Officer learns thereof give written notice of such instrument, the same to Novume the Administrative Agent if the Parent or one of its Subsidiaries, where the Borrower could reasonably anticipate that such action is necessary will result in liability (whether individually or in the aggregate) in excess of the Threshold Amount, not fully covered by insurance, subject to maintain material compliance with Environmental Lawsnormal deductibles. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future In connection with any acquisition by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) Credit Party of any Hazardous Material (as defined below) that would be reasonably likely to form the basis Oil and Gas Property, other than an acquisition of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts additional interests in Oil and Gas Properties in which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be deliveredsuch Credit Party previously held an interest, to the Company copies of all written environmental audit reportsextent any Credit Party obtains or is provided with same, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaintsthe Borrower will, and consent decrees will cause each other Credit Party to, promptly following any Credit Party’s obtaining or being provided with the same, deliver to the Administrative Agent such final and other similar documents non-privileged material environmental reports of such Oil and Gas Properties as are reasonably requested by the Administrative Agent, the delivery of which will not violate any applicable confidentiality agreement entered into in good faith with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:an unaffiliated third party.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and each Real Property owned or leased by such parties to comply in all material respects with all applicable Environmental Laws currently or hereafter in effect, except to the extent noncompliance could not reasonably be expected to have been a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws Laws. (as defined belowc) Borrower shall, and neither Brekford nor any shall cause each of its Subsidiaries has received any written to, take such Remedial Action or oral communication from any person or governmental authority that alleges that Brekford other action as required by Environmental Law or any of its Subsidiaries is not in compliance with applicable Environmental Laws, Governmental Authority except for such non-compliance whichto the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesEffect. (d) There is no Environmental Claim (as defined below) pending or, If the Borrower fails to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawtimely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) against and all sums advanced or associated paid in connection with any real judicial or personal property administrative investigation or operations proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which Brekford or any of its Subsidiaries currently or previously ownedBorrower is responsible, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as defined below) that would may be reasonably likely specified by the Administrative Agent if such Governmental Authority has commenced steps to form cause the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect Mortgaged Property to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, be sold pursuant to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Mortgaged Property.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford Neither the Borrower nor any of its Restricted Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or nor any of their respective Facilities or operations are subject to any pending or, to each of the Borrower’s and its Subsidiaries is not in compliance with applicable Restricted Subsidiaries’ knowledge, threatened Environmental Laws, except for such non-compliance whichClaim that, individually or in the aggregate, could not would reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and Effect. There are and, to each of the Borrower’s and its Subsidiaries Restricted Subsidiaries’ knowledge, have obtained been, no conditions, occurrences, or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, Hazardous Materials Activities which would reasonably be expected to form the “basis of an Environmental Permits”) necessary for Claim against the construction of their facilities Borrower or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each any of its Restricted Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance whichthat, individually or in the aggregate, could not would reasonably be expected to have a Material Adverse Effect on BrekfordEffect. There Neither the Borrower nor any of its Restricted Subsidiaries is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Hazardous Materials at any location that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The operations of the Borrower and each of its Restricted Subsidiaries are no past in compliance with all Environmental Laws, except for any failure to comply that would not reasonably be expected to have, individually or present eventsin the aggregate, conditionsa Material Adverse Effect. To the knowledge of the Borrower and its Restricted Subsidiaries, circumstancescompliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws would not reasonably be expected to have, activitiesindividually or in the aggregate, practices, incidents, actions a Material Adverse Effect. No event or plans that may materially interfere with, condition has occurred or prevent, future continued compliance on is occurring with respect to the part of Brekford Borrower or any of its Restricted Subsidiaries with such relating to any Environmental Permits. Neither Brekford nor Law, any Release of its Subsidiaries has knowledge of matters Hazardous Materials, or conditions that would preclude reissuance any Hazardous Materials Activity which, individually or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could aggregate would reasonably be expected to result in the incurrence of have, a material cost by Brekford or any of its SubsidiariesMaterial Adverse Effect. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower and each of its Restricted Subsidiaries are has, to the best knowledge of their respective executive officers, obtained and have been maintained in compliance with effect all Environmental Permits (or the applicable Person has initiated the necessary steps to transfer the Environmental Laws (as defined below) and neither Brekford nor any of Permits into its Subsidiaries has received any written name or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Lawsobtain such permits), except for such non-compliance which, individually or in the aggregate, failure to obtain which could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. Borrower and each of its Restricted Subsidiaries and their Properties, business and operations have obtained or have applied for all environmentalbeen and are, health and safety permits, licenses, variances, approvals and authorizations (collectively, to the “Environmental Permits”) necessary for the construction best knowledge of their facilities or the conduct of their operationsrespective executive officers, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms applicable Requirements of Environmental Law and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, failure to comply with which could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any Borrower and each of its Restricted Subsidiaries with such and their Properties, business and operations are not subject to any (A) Environmental Permits. Neither Brekford nor any of its Subsidiaries has Claims or (B), to the best knowledge of matters their respective executive officers (after making reasonable inquiry of the personnel and records of their respective Corporations), Environmental Liabilities, in either case direct or conditions that would preclude reissuance contingent, arising from or transfer of based upon any such Environmental Permitact, including amendment of such instrumentomission, event, condition or circumstance occurring or existing on or prior to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit date hereof which could reasonably be expected to result in have a Material Adverse Effect. None of the incurrence officers of a material cost by Brekford Borrower or any of its Subsidiaries. (d) There is no Restricted Subsidiaries has received any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (as defined below) pending orfinancial or otherwise), business or operations which could reasonably be expected to Brekford’s knowledge, threatened (i) against Brekford have a Material Adverse Effect. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the future with respect to any of the Properties of Borrower or any of its SubsidiariesRestricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect, (ii) against any person whose liability for any Environmental Claim Brekford which good faith provisions have not been made by Borrower or any such Restricted Subsidiary in its business plan and projections of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partfinancial performance. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. (a) Except as set forth on Schedule 2-A to this Exhibit, the Mortgaged Properties securing the Mortgage Loans were the subject of an Environmental MattersSite Assessment within 12 months prior to the Cut-off Date, prepared to ASTM E 1527-05 standards, or an update of a previous such report, was performed with respect to each Mortgaged Property in connection with the origination or the sale of the related Mortgage Loan, a report of each such assessment (or the most recent assessment with respect to each Mortgaged Property) (an “Environmental Report”) has been delivered to, or on behalf of, Purchaser, and to the Seller’s knowledge there is no Recognized Environmental Condition as defined by the ASTM E 1527-05 standard affecting any Mortgaged Property that was not disclosed in such Environmental Report. Where such Environmental Report disclosed the existence of a Recognized Environmental Condition affecting any Mortgaged Property, (i) a financially viable party not affiliated with the related Mortgagor was identified as the responsible party for such condition or circumstance, or (ii) a further environmental investigation and/or remediation of such condition was conducted, and based upon such investigation and/or remediation, a reputable environmental consultant or, as applicable, a governmental authority with jurisdiction, recommended that no further investigation or remediation was reasonably necessary, or (iii) an Environmental Insurance Policy covering such condition was in effect or obtained and thereafter maintained until the condition was remediated or (iv) the related Mortgagor was required either to provide additional security or a reserve in an amount deemed to be reasonably sufficient by the originator in light of the circumstances and/or to establish an operations and maintenance plan that would reasonably be expected to mitigate any material risk arising from or relating to such condition. (b) Each Mortgage Loan set forth on Schedule 2-B to this Exhibit (each, a “Schedule 2-B Loan”) is the subject of a pollution legal liability policy issued by a carrier having a claims-paying or financial strength rating as specified in paragraph 28 below, naming the Seller and its successors and/or assigns as an additional named insured or the Seller and its successors and/or its assigns are named as an additional insured and there is a “mortgagee” endorsement by which the mortgagee automatically becomes the named insured in the event of a foreclosure (an “Environmental Insurance Policy”). Except as set forth on Schedule 4.13 hereto: 2-A to this Exhibit, (i) the Environmental Insurance Policy is in full force and effect, (ii)(a) a property condition or engineering report was prepared with respect to asbestos containing materials (“ACM”) at each related Mortgaged Property and to lead based paint (“LBP”), and radon gas (“RG”) at each Mortgaged Property that is used as a multifamily dwelling, and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security, or establish with the lender a reserve from loan proceeds, in an amount deemed to be reasonably sufficient by the Seller for the remediation of the condition or circumstance and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that would reasonably be expected to mitigate any material risk arising from or relating to such condition or circumstance, (iii) on the effective date of each Environmental Insurance Policy, any material and adverse environmental condition or circumstance affecting the related Mortgaged Property (other than the existence of LBP, ACM or RG) was disclosed to the insurer in one or more of the following: (a) Brekford the application for insurance, (b) a borrower questionnaire or (c) an engineering or other report and each (iv) the premium of its Subsidiaries are any Environmental Insurance Policy has been pre-paid through the end of the policy’s term. Each Environmental Insurance Policy covering a Mortgaged Property identified on Schedule 2-B to this Exhibit (1) has a term that is coterminous with, or renewable until, the Maturity Date (or, in the case of an ARD Loan, the Anticipated Repayment Date) of the related Mortgage Loan and, if renewable rather than coterminous with the Maturity Date, the related mortgagor is obligated to renew the applicable policy such that the term is coterminous with the Maturity Date (or Anticipated Repayment Date, as applicable), (2) provides for a deductible in an amount reasonably acceptable to the Seller, (3) has per claim and have been aggregate limits of liability in amounts reasonably acceptable to the Seller and (4) contains clauses providing that the policy is non-terminable or cancellable, and may not be terminated or cancelled, without thirty (30) days prior written notice to the mortgagee. (c) With respect to the Mortgaged Properties securing the Mortgage Loans that were not the subject of an Environmental Site Assessment prepared to ASTM E 1527-05 standards within 12 months prior to the Cut-off Date, (i) Seller has no knowledge of the presence of any Hazardous Material or other Recognized Environmental Condition on such Mortgaged Property such that (1) the value of such Mortgaged Property is or could reasonably be expected to be materially and adversely affected or (2) (a) any such Hazardous Material or other Recognized Environmental Condition could be required to be investigated and/or remediated at a cost materially and adversely affecting the value of the Mortgaged Property or (b) the presence of such Hazardous Material or other Recognized Environmental Condition could (upon action by the appropriate governmental authorities) subject the owner of such Mortgaged Property, or the holders of a security interest therein, to liability for the cost of investigating and/or remediating such Hazardous Material or other Recognized Environmental Condition or the hazard created thereby at a cost materially and adversely affecting the value of the Mortgaged Property, and (ii) such Mortgaged Property is in material compliance with all applicable Environmental Laws (as defined below) federal, state and neither Brekford nor local laws pertaining to Hazardous Materials, and any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is noncompliance with such laws does not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, and could not reasonably be expected to have a Material Adverse Effect material adverse effect on Brekford. (b) Brekford the value of such Mortgaged Property and each of its Subsidiaries have obtained or have applied for all environmentalneither Seller nor, health and safety permits, licenses, variances, approvals and authorizations (collectivelyto Seller’s knowledge, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford related Mortgagor or any current tenant thereon, has received any notice of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters violation or conditions that would preclude reissuance or transfer potential violation of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiarieslaw. (d) There is no Environmental Claim The related Mortgage or other Mortgage Loan documents contain covenants on the part of the related Mortgagor requiring its compliance with any and all present and future federal, state and local environmental laws and regulations in connection with the related Mortgaged Property. In the related Mortgage or other Mortgage Loan documents, the related Mortgagor (as defined belowor an affiliate thereof) pending orhas agreed to indemnify, to Brekford’s knowledge, threatened (i) against Brekford or any of defend and hold the Seller and its Subsidiaries, (ii) successors and assigns harmless from and against any person whose liability for any Environmental Claim Brekford and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or any of its Subsidiaries has nature (including attorneys’ fees and costs) imposed upon or may have retained incurred by or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or asserted against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form such party arising from the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None breach of the properties currently environmental representations, warranties or formerly owned, leased or operated covenants given by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were the related Mortgagor in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real propertyconnection with such Mortgage Loan. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoWithout limitation of any other covenants, rights or other obligations expressed elsewhere in this Agreement: (ai) Brekford Each Loan Party will, and will cause each of its Subsidiaries are and have been in compliance with Restricted Subsidiaries, to take all reasonable actions required under Environmental Laws to (A) the extent it has knowledge thereof, cure any violation of applicable Environmental Laws (as defined below) and neither Brekford nor by any of Loan Party or its Restricted Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichwould reasonably be expected to have, individually or in the aggregate, could not a Material Adverse Effect; (B) make an appropriate response to any claim, suit or proceeding against any Loan Party or any of its Restricted Subsidiaries asserting any Environmental Liability (in each case to the extent such Loan Party has knowledge of such claim, suit or proceeding) and discharge any obligations it may have to any Person thereunder, where failure to do so would reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance whichhave, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There Effect; (C) implement any and all Remedial Actions required to comply with Environmental Laws or that are no past legally required by any Governmental Authority acting within its jurisdiction (following final resolution of the Loan Party’s or present eventsits Restricted Subsidiaries’ challenges or appeals, conditionsif any, circumstances, activities, practices, incidents, actions of the relevant Governmental Authority’s order or plans decision) or that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is are otherwise necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledgethe value and marketability of its owned or leased Real Estate for industrial usage, there is no requirement except where failure to be imposed in the future by perform any Environmental Law or Environmental Permit which could such Remedial Action would not reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesMaterial Adverse Effect. (dii) There is no Promptly upon obtaining knowledge of the occurrence thereof, the Borrower shall deliver to the Agent written notice describing in reasonable detail (A) any Release that would reasonably be expected to require a Remedial Action or give rise to Environmental Claim Liability, in each case that would reasonably be expected to result in a Material Adverse Effect, (as defined belowB) pending orany Remedial Action by any Loan Party, to Brekford’s knowledge, threatened (i) against Brekford its Restricted Subsidiaries or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford other Person in response to the presence or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would be reasonably likely expected to form the basis result in a Material Adverse Effect, (C) any claim, demand, suit or proceeding (including any request for information by a Governmental Authority) that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect, (D) any Loan Party or its Restricted Subsidiaries’ discovery of any occurrence or condition at any of its owned or leased Real Estate, or on any adjoining Real Estate, that would reasonably be expected to cause such owned or leased Real Estate or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof or any lien in favor of any Governmental Authority to secure the satisfaction of any liability under any Environmental Claim against Brekford Laws that, in each case, would reasonably be expected to result in a Material Adverse Effect, (E) any proposed acquisition of equity interests, assets or property by any Loan Party or any of its Subsidiaries. (g) Brekford has disclosed Restricted Subsidiaries that would reasonably be expected to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to expose any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford Loan Party or any of its SubsidiariesRestricted Subsidiaries to, which are or result in, Environmental Liability that would reasonably be expected to have, individually or in the possession or control of Brekford aggregate, a Material Adverse Effect and (F) any proposed action to be taken by any Loan Party or any of its SubsidiariesRestricted Subsidiaries to modify current operations in a manner that would reasonably be expected to subject any Loan Party or any of its Restricted Subsidiaries to additional obligations or requirements under Environmental Laws that would reasonably be expected to have, related to compliance with Environmental Lawsindividually or in the aggregate, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:a Material Adverse Effect.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except Except for such non-compliance whichthose matters that, individually or in the aggregate, could have not had and would not reasonably be expected to have a an REB Material Adverse Effect on Brekford.Effect: (bi) Brekford with respect to the Real Estate Business only, Weyerhaeuser and each the Weyerhaeuser Subsidiaries are, and have been since January 1, 2009, in compliance with all Environmental Laws; (ii) since January 1, 2009, neither Weyerhaeuser nor any Weyerhaeuser Subsidiary has received any written notice that alleges that the Real Estate Business is in violation of, or has liability under, any Environmental Law, which alleged violation or liability has not been materially resolved as of its the date hereof; (iii) Weyerhaeuser and the Weyerhaeuser Subsidiaries have obtained or have applied for and are in compliance with all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) Permits necessary for the construction operation of their facilities or the conduct of their operationsReal Estate Business as currently conducted, and all such Environmental Permits are effective or, where applicable, a renewal application valid and in good standing and neither Weyerhaeuser nor any Weyerhaeuser Subsidiary has been timely filed and is pending agency approval, and Brekford and each advised by any Governmental Entity of its Subsidiaries are any actual or potential change in compliance with all the status or terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws.; (civ) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is are no Environmental Claim (as defined below) Claims pending or, to Brekford’s knowledgethe knowledge of Weyerhaeuser, threatened (i) that have been asserted against Brekford or affecting Weyerhaeuser or any Weyerhaeuser Subsidiary relating to the Real Estate Business; (v) to the knowledge of its SubsidiariesWeyerhaeuser, (ii) against there have been no Releases of any person whose liability for Hazardous Material that have formed the basis of any Environmental Claim Brekford relating to the Real Estate Business pending against Weyerhaeuser or any of its Subsidiaries Weyerhaeuser Subsidiary or against any Person whose liabilities for such Environmental Claims relating to the Real Estate Business Weyerhaeuser or any Weyerhaeuser Subsidiary has or may have retained or assumed assumed, either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part.Law; and (evi) There to the knowledge of Weyerhaeuser, neither Weyerhaeuser nor any Weyerhaeuser Subsidiary has retained or assumed, either contractually or by operation of Law, any Liabilities that have been no Releases (as defined below) of any Hazardous Material (as defined below) that had or would reasonably be reasonably likely expected to form the basis of any Environmental Claim or Environmental Liability relating to the Real Estate Business against Brekford Weyerhaeuser or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawWeyerhaeuser Subsidiary. (fb) With respect to any predecessor This Section 7.13 contains the sole and exclusive representations and warranties of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford Weyerhaeuser and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents WRECO with respect to Brekford or any of its Subsidiariesenvironmental matters, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with including Environmental Laws, Environmental Liabilities and Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on disclosed in Schedule 4.13 hereto4.14: (a) Brekford the on-going operations of the Borrower and each of its Subsidiaries are and have been comply in compliance all respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have as has no reasonable likelihood of having a Material Adverse Effect on Brekford.Effect; (b) Brekford the Borrower and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) permits necessary or required for the construction of their facilities or the conduct of their its operations, and all such Environmental Permits permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approvalin good standing, and Brekford the Borrower and each of its Subsidiaries are is in compliance with all material terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws.permits; (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None none of the properties currently or formerly owned, leased or operated by BrekfordBorrower, any of its Subsidiaries or any predecessor thereof are nowof their present property or operations (or past property or operations) is subject to any outstanding written order from or agreement with any Governmental Authority nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Claim or were Hazardous Material which, in the pasteach case, listed on the National Priorities List has any reasonable likelihood of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property.having a Material Adverse Effect; (id) Brekford has delivered, there are no conditions or caused to be delivered, to circumstances associated with any property of the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford Borrower or any of its Subsidiaries, which are in Subsidiaries formerly owned and operated by the possession or control of Brekford Borrower or any of its Subsidiaries or any of their predecessors or with the former operations, including off-site disposal practices, of the Borrower or its Subsidiaries or their predecessors which may give rise to Environmental Claims which in the aggregate have any reasonable likelihood of having a Material Adverse Effect; and (e) there are no conditions or circumstances which may give rise to any Environmental Claim arising from the operations of the Borrower or its Subsidiaries, related including Environmental Claims associated with any operations of the Borrower or its Subsidiaries, which have any reasonable likelihood of having a Material Adverse Effect. In addition, (i) neither the Borrower nor any of its Subsidiaries has any underground storage tanks (A) that are not properly permitted under applicable Environmental Laws or (B) that to compliance with the best of the Borrower's knowledge, are leaking or dispose of Hazardous Materials off-site and (ii) the Borrower and each of its Subsidiaries has notified all of its employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under Title III of CERCLA and under OSHA and all other Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except Other than as set forth disclosed on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor 5.17 or exceptions to any of its Subsidiaries has received any written or oral communication from any person or governmental authority the following that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichwould not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect: (a) The Parent Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws and Environmental Permits, including any reasonably foreseeable future requirements thereof. (b) Brekford and each Materials of its Subsidiaries Environmental Concern have obtained or have applied for all environmentalnot been transported, health and safety permitsdisposed of, licensesemitted, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere withdischarged, or prevent, future continued compliance on the part of Brekford otherwise released or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement threatened to be imposed in the future by any Environmental Law released, to, at or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with from any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently presently or formerly owned, leased or operated by Brekford, the Parent Borrower or any of its Restricted Subsidiaries or at any predecessor thereof are nowother location, which would reasonably be expected to (i) give rise to liability or other Environmental Costs of the Parent Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law, or were in (ii) interfere with the pastplanned or continued operations of the Parent Borrower and its Restricted Subsidiaries, listed on or (iii) impair the National Priorities List fair saleable value of Superfund Sites any real property owned by the Parent Borrower or any of its Restricted Subsidiaries that is part of the Collateral. (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental Law to which the “NPL”)Parent Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries is reasonably likely to be, named as a party that is pending or, to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries, threatened. (d) Neither the Parent Borrower nor any of its Restricted Subsidiaries has received any written request for information, claim alleging liability for Environmental Costs, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation Compensation, and Liability Information System (“CERCLIS”)Act or any similar Environmental Law, or received any other comparable state written request for information or local environmental database, including those that are triggered by sales for payment of Environmental Costs from any Governmental Authority or transfers third party with respect to any Materials of businesses or real propertyEnvironmental Concern. (ie) Brekford has delivered, or caused to be delivered, to Neither the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or Parent Borrower nor any of its SubsidiariesRestricted Subsidiaries has entered into or agreed to any consent decree, which are order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in the possession any judicial, administrative, arbitral, or control of Brekford or any of its Subsidiariesother forum, related relating to compliance with or liability under any Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Law.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford disclosed in the SEC Reports, all real property owned, leased or otherwise operated by the Company and each its subsidiaries is free of its Subsidiaries are and have been contamination from any substance, waste or material currently identified to be toxic or hazardous pursuant to, within the definition of a substance which is toxic or hazardous under, or which may result in compliance with all applicable liability under, any Environmental Laws Law (as defined below), including, without limitation, any asbestos, polychlorinated biphenyls, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance (“Hazardous Substance”) and neither Brekford which has caused or would reasonably be expected to cause or constitute a threat to human health or safety, or an environmental hazard in violation of Environmental Law or to result in any environmental liabilities that would be reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has received caused or suffered to occur any written release, spill, migration, leakage, discharge, disposal, uncontrolled loss, seepage, or oral communication from filtration of Hazardous Substances that would reasonably be expected to result in environmental liabilities that would be reasonably likely to have a Material Adverse Effect. The Company and each subsidiary has generated, treated, stored and disposed of any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not Hazardous Substances in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could compliances that would not be reasonably be expected likely to have a Material Adverse Effect on Brekford. (b) Brekford Effect. The Company and each of its Subsidiaries have obtained subsidiary has obtained, or have has applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsfor, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with and in good standing under all terms and conditions of such permits required under Environmental Permits Laws (except for such non-compliance which, individually or in the aggregate, could failures that would not be reasonably be expected likely to have a Material Adverse Effect on BrekfordEffect) and neither the Company nor any of its subsidiaries has any knowledge of any proceedings to substantially modify or to revoke any such permit. There are no past investigations, proceedings or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) litigation pending or, to Brekfordthe Company’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by BrekfordCompany, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford subsidiaries or any of the Company’s or its Subsidiaries, which are in the possession subsidiaries’ facilities relating to Environmental Laws or control of Brekford or any of its Subsidiaries, related to compliance with Hazardous Substances. “Environmental Laws” shall mean all federal, Environmental Claimsnational, state, regional and local laws, statutes, ordinances and regulations, in each case as amended or Releases supplemented from time to time, and any judicial or administrative interpretation thereof, including orders, consent decrees or judgments relating to the regulation and protection of Hazardous Materials. For purposes of this Section 4.13:human health, safety, the environment and natural resources.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Company and each of its the Company Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Lawshereinafter defined), except for such non-compliance whichany noncompliance that, individually either singly or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect Effect. As used in this Agreement, "Environmental Laws" shall mean all federal, state, local and foreign laws, rules, regulations, ordinances and orders that purport to regulate the release of hazardous substances or other materials into the environment, or impose limitations, requirements or obligations relating to environmental protection. As used in this Agreement, "Hazardous Materials" means any "hazardous waste" as defined in either the United States Resource Conservation and Recovery Act or regulations adopted pursuant to said act, any "hazardous substance" or "pollutant or contaminant" as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act and, to the extent not included in the foregoing, any medical waste, petroleum or oil or fractions thereof. There is no administrative or judicial enforcement or cost recovery proceeding pending, or to the best knowledge of the Company threatened, against the Company or any Company Subsidiary under any Environmental Law. Neither the Company nor any Company Subsidiary or, to the best knowledge of the Company, any legal predecessor of the Company or any Company Subsidiary, has received any written notice that it is potentially responsible under any Environmental Law for any costs of response or for damages to natural resources, as those terms are defined under the Environmental Laws, at any location and neither the Company nor any Company Subsidiary has transported or disposed of, or allowed or arranged for any third party to transport or dispose of, any waste containing Hazardous Materials at any location included on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmentalthe National Priorities List, health and safety permitsas defined under the Comprehensive Environmental Response, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsCompensation, and all such Environmental Permits are effective orLiability Act, where applicableor any location proposed for inclusion on that list or at any location on any analogous state list. Except for any release that, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, either individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect on Brekford. There are Effect, there has been no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance release on the part of Brekford real property owned or leased by the Company or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental PermitCompany Subsidiary, including amendment of such instrumentor, to Novume the Company's knowledge, on the real property owned or one leased by any predecessor entity, which real property currently is owned or leased by the Company or any Company Subsidiary, of its SubsidiariesHazardous Materials, where such or, with respect to any real property located outside of the United States, any hazardous or toxic material or substance regulated under any foreign Environmental Law, in a manner that could result in an order to perform a response action is necessary to maintain or in material compliance with liability under the Environmental Laws. (c) To Brekford’s knowledgeLaws and, except as set forth in Section 5.14 of the Company Disclosure Schedule, there is no requirement to be imposed in the future by any Environmental Law hazardous waste treatment, storage or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending disposal facility, underground storage tank, landfill, surface impoundment, underground injection well, or, to Brekford’s the Company's knowledge, threatened (i) against Brekford friable asbestos or PCB's, as those terms are defined under the Environmental Laws, located at any of the real property owned or leased by the Company or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending Company Subsidiary or, to Brekford’s the Company's knowledge, threatenedany predecessor entity, or at any Release facilities utilized by the Company or the Company Subsidiaries. The Company has disclosed and made available to MergerCo all studies, analyses and test results in the possession, custody or control of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford Company or any of its Subsidiaries. (g) Brekford has disclosed Company Subsidiary relating to the Company all material facts which Brekford reasonably believes form the basis of a material current environmental conditions on or future cost relating to under any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly assets owned, leased or operated by Brekford, any of its Subsidiaries the Company or any predecessor thereof are now, or were Company Subsidiary. Except as set forth in Section 5.14 of the past, listed on the National Priorities List of Superfund Sites (the “NPL”)Company Disclosure Schedule, the Comprehensive Environmental Response, Compensation Company and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies Subsidiaries hold all permits, licenses or authorizations required under applicable Environmental Laws ("Environmental Permits" ) or have submitted on a timely basis complete applications for the renewal of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, Environmental Permit which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:has expired but has not yet been renewed.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Borrower and each of its Subsidiaries are and have been is in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor the requirements of any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable permits issued under such Environmental Laws, except for such non-compliance which, individually or in to the aggregate, extent that the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect on Brekford. Effect. There are no pending or, to the knowledge of the Borrower and its Subsidiaries, threatened Environmental Claims, including any such claims (bregardless of materiality) Brekford and each for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Subsidiaries have obtained or have applied for all environmentalany real property, health and safety permitsincluding leaseholds, licenses, variances, approvals and authorizations (collectively, owned or operated by the “Environmental Permits”) necessary for the construction of their facilities Borrower or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each any of its Subsidiaries are in compliance with all terms and conditions of Subsidiaries, except such Environmental Permits except for such non-compliance whichclaims as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries that, to the knowledge of the Borrower and its Subsidiaries, could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any such real property, or (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by the Borrower or any of its Subsidiaries under any applicable Environmental Law. To the knowledge of the Borrower, Hazardous Materials have not been Released on or from any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries where such Release, individually, or when combined with other Releases, in the aggregate, may reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and have been each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written currently or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not hereafter in compliance with applicable Environmental Lawseffect, except for such non-compliance which, individually or in to the aggregate, extent noncompliance could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries have obtained Subsidiaries, or have applied for all environmentalReal Property adjacent to such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or present eventsat the direction of Required Lenders), conditionsto provide the Administrative Agent, circumstancesat the Borrower's expense, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any of its Subsidiaries has knowledge of matters Credit Party or conditions that would preclude reissuance Real Property owned or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action leased by them is necessary to maintain in material compliance with all applicable Environmental Laws. (c) To Brekford’s knowledgeBorrower shall, there is no requirement to be imposed in the future and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesGovernmental Authority. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford If the Borrower or any Credit Party fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of its Subsidiariesthe Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower (or the subject Credit Party) will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against any person whose liability Pool Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawwhich the Borrower is responsible, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Pool Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Pool Property (or within such shorter period of time as defined below) that would may be reasonably likely specified by the Administrative Agent if such Governmental Authority has commenced steps to form cause the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect Pool Property to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, be sold pursuant to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Pool Property.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Borrower and each of its Subsidiaries are and have been is in compliance with all applicable Environmental Laws governing its business except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) is not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as defined below) conducted as of the Closing Date, under any Environmental Law have been secured and neither Brekford the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any written respect in noncompliance with, breach of or oral communication from default under any person applicable writ, order, judgment, injunction, or governmental authority that alleges that Brekford decree to which the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be likely to, in the aggregate, have a Material Adverse Effect. There are as of the Closing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries is not in compliance with applicable Environmental Lawsor on any property adjacent to any such Real Property, except for which are known by the Borrower or as to which the Borrower or any such non-compliance whichSubsidiary has received written notice, individually or in the aggregate, that could not reasonably be expected (i) to have a Material Adverse Effect on Brekford. (b) Brekford and each form the basis of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, an Environmental Claim against the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any Real Property of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford Borrower or any of its Subsidiaries, or against (ii) to cause such Real Property to be subject to any person whose liability for restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Claim Brekford Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries has or may have retained (ii) released on any such Real Property, in each case where such occurrence or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there event is no not in compliance with Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be Laws and is reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiarieshave a Material Adverse Effect. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichExcept, individually or in the aggregate, could as has not had and would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Parent and each its Subsidiaries, taken as a whole, no amount of any Hazardous Materials is present as a result of the actions of Parent or any of its Subsidiaries, or, to the Knowledge of Parent, as a result of any actions of any third party or otherwise, in, on or under any real property, including the land and the improvements, ground water and surface water thereof, that Parent or any of its Subsidiaries have obtained currently owns, operates, occupies or have applied for all environmentalleases. Neither Parent nor any Subsidiary thereof has any liabilities or obligations arising from the Release of any Hazardous Materials into the Environment, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance whichliabilities or obligations, individually or in the aggregate, could as have not had and would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of Parent and its Subsidiaries, where such action is necessary taken as a whole. (b) Except, individually or in the aggregate, as has not had and would not reasonably be expected to maintain material have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries are in compliance with and have at all times during the past five years complied with applicable Environmental Laws. (c) To Brekford’s knowledgeParent and its Subsidiaries hold all Permits issued under or pursuant to Environmental Laws that are required for the operation of the business of Parent and its Subsidiaries as currently conducted, there is no requirement to be imposed except for such Permits the absence of which, individually or in the future by any Environmental Law or Environmental Permit which could aggregate, has not had and would not reasonably be expected to result in the incurrence have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (“Parent Environmental Permits”). No suspension or cancellation of a material cost by Brekford or any of the Parent Environmental Permits is pending or, to the Knowledge of Parent, threatened. Parent and its SubsidiariesSubsidiaries are in compliance in all material respects with the terms of the Parent Environmental Permits. (d) There Except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, no civil or criminal litigation, action, order, written notice of violation or claim or, to the Knowledge of Parent, investigation, inquiry, information request or proceeding is no Environmental Claim (as defined below) pending or, to BrekfordParent’s knowledgeKnowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation arising out of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partEnvironmental Laws. (e) There Except, individually or in the aggregate, as has not had and would not reasonably be expected to have been no Releases (as defined below) of any Hazardous a Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of Adverse Effect on Parent and its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or taken as a whole, neither Parent nor any of its Subsidiaries has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or may have retained indemnify any other party with respect to liabilities arising out of any Environmental Laws, whether from a Governmental Entity, citizens group, Parent Employee or assumed either contractually or by operation of lawother third party. (f) With respect to any predecessor Parent and its Subsidiaries are in compliance in all material respects with the European Directive 2002/96/EC on waste electrical and electronic equipment or European Directive 2002/95/EC on the restriction of Brekford or any the use of its Subsidiariescertain hazardous substances in electrical and electronic equipment, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiariesand their respective implementing Legal Requirements. (g) Brekford has disclosed Parent and its Subsidiaries have made available to the Company all material facts which Brekford reasonably believes form environmental site assessments and audit reports prepared within the basis of a material current last five years and in their possession, custody or future cost control relating to premises currently or previously owned or operated by Parent or any environmental matter affecting Brekford and each of its SubsidiariesSubsidiary thereof. (h) None of Except, individually or in the properties currently or formerly ownedaggregate, leased or operated by Brekfordas has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, neither Parent nor any of its Subsidiaries have any liability or obligation arising under any predecessor thereof are nowEnvironmental Law, whether arising under theories of contract, tort, negligence, successor or enterprise liability, strict liability, or were in other legal or equitable theory, including (i) any failure to comply with applicable Environmental Laws and (ii) any liabilities or obligations arising from the pastpresence of, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”)Release or threatened Release of, or any other comparable state exposure of persons or local environmental databaseproperty to, including those that are triggered by sales or transfers of businesses or real propertyHazardous Materials. (i) Brekford Except, individually or in the aggregate, as has delivered, or caused not had and would not reasonably be expected to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims have a Material Adverse Effect on Parent and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which taken as a whole, no underground storage tanks are in present in, on or under any real property, including the possession or control of Brekford land and the improvements thereof, that Parent or any of its SubsidiariesSubsidiary thereof has at any time owned, related to compliance with Environmental Lawsoperated, Environmental Claims, occupied or Releases of Hazardous Materials. For purposes of this Section 4.13:leased.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and have been each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written currently or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not hereafter in compliance with applicable Environmental Lawseffect, except for such non-compliance which, individually or in to the aggregate, extent noncompliance could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries have obtained Subsidiaries, or have applied for all environmentalReal Property adjacent to such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or present eventsat the direction of Required Lenders), conditionsto provide the Administrative Agent, circumstancesat the Borrower’s expense, activitieswith such reports, practicescertificates, incidents, actions engineering studies or plans other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that may materially interfere withany Credit Party, or prevent, future continued compliance on the part of Brekford Property Subsidiary or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters Real Property owned or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action leased by them is necessary to maintain in material compliance with all applicable Environmental Laws. (c) To Brekford’s knowledgeBorrower shall, there is no requirement to be imposed in the future and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesGovernmental Authority. (d) There is no Environmental Claim (as defined below) pending or, If the Borrower fails to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawtimely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) against and all sums advanced or associated paid in connection with any real judicial or personal property administrative investigation or operations which Brekford proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form such sums are repaid by the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”)Borrower. Promptly upon request, the Comprehensive Environmental Response, Compensation Borrower will execute and Liability Information System (“CERCLIS”), or deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaintssuch action, and consent decrees and other similar documents with respect as the Administrative Agent may require to Brekford secure all sums so advanced or any of its Subsidiaries, which are in paid by the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Administrative Agent.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and have been each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written currently or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not hereafter in compliance with applicable Environmental Lawseffect, except for such non-compliance which, individually or in to the aggregate, extent noncompliance could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each If the Administrative Agent or the Majority Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries have obtained Subsidiaries, or have applied for all environmentalReal Property adjacent to such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or present eventsat the direction of Majority Lenders), conditionsto provide the Administrative Agent, circumstancesat the Borrower’s expense, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Majority Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Majority Lenders that any of its Subsidiaries has knowledge of matters Credit Party or conditions that would preclude reissuance Real Property owned or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action leased by them is necessary to maintain in material compliance with all applicable Environmental Laws. (c) To Brekford’s knowledgeBorrower shall, there is no requirement to be imposed in the future and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesGovernmental Authority. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford If the Borrower or any Credit Party fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of its Subsidiariesthe Majority Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower (or the subject Credit Party) will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Pool Property by any person whose liability for any Environmental Claim Brekford Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or any of its Subsidiaries has Subsidiary Guarantor or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations for which Brekford the Borrower or any of its Subsidiaries currently or previously ownedSubsidiary Guarantor is responsible, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Pool Property is located, then the Borrower will, within thirty (as defined below30) days from the date that would be reasonably likely to form the basis of any Environmental Claim against Brekford Borrower or any Subsidiary Guarantor is first given notice that such Lien has been placed against the Pool Property (or within such shorter period of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries time as may be specified by the Administrative Agent if such Governmental Authority has or may have retained or assumed either contractually or by operation of law. (f) With respect commenced steps to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, cause the Pool Property to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely sold pursuant to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Pool Property.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford SJW and each of its Subsidiaries are and have been SJW Subsidiary is in compliance with all applicable Environmental Laws (except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a SJW Material Adverse Effect on BrekfordEffect; and neither SJW nor any SJW Subsidiary has received any written or, to the Knowledge of SJW, oral notice alleging that SJW or any SJW Subsidiary is in material violation of, or has any material liability under, any Environmental Law. (b) Brekford SJW and each of its Subsidiaries have obtained or have applied for SJW Subsidiary possesses and is in material compliance with all environmental, health and safety permits, licenses, variances, approvals and authorizations material Permits required under Environmental Laws (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, its respective operations as presently conducted and all such Environmental Permits are effective orvalid and in good standing. (c) To the Knowledge of SJW, where applicable, a renewal application has been timely filed and there is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such no basis for any material Environmental Permits to be amended, revoked, limited or otherwise conditioned, except for such non-compliance whichas would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a SJW Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesEffect. (d) There is are no material Environmental Claim (as defined below) Claims pending or, to Brekford’s knowledgethe Knowledge of SJW, threatened (i) against Brekford or affecting SJW or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partSJW Subsidiary. (e) There have To the Knowledge of SJW, there has been no Releases (as defined below) Release of or exposure to any Hazardous Material (as defined below) Materials of Environmental Concern or, to the Knowledge of SJW, other event, fact, incident, activity, circumstance or condition that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford SJW or any of its SubsidiariesSJW Subsidiary or result in any liability under Environmental Laws, except in each case as would not reasonably be expected to have, individually or against in the aggregate, a SJW Material Adverse Effect. (f) Neither SJW nor any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries SJW Subsidiary has or may have retained or assumed assumed, either contractually or by operation of law. (f) With respect to Law, any predecessor of Brekford liabilities or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials obligations that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford SJW or any of its SubsidiariesSJW Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a SJW Material Adverse Effect. (g) Brekford SJW has disclosed provided or made available to the Company CTWS all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford assessments, reports and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were studies prepared in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those last three years that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any SJW and the SJW Subsidiaries regarding matters pertaining to the environmental condition of its the business and properties of SJW and the SJW Subsidiaries, related to and their compliance (or noncompliance) with any Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and have been each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written currently or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not hereafter in compliance with applicable Environmental Lawseffect, except for such non-compliance which, individually or in to the aggregate, extent noncompliance could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries have obtained Subsidiaries, or have applied for all environmentalReal Property adjacent to such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or present eventsat the direction of Required Lenders), conditionsto provide the Administrative Agent, circumstancesat the Borrower’s expense, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any of its Subsidiaries has knowledge of matters Credit Party or conditions that would preclude reissuance Real Property owned or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action leased by them is necessary to maintain in material compliance with all applicable Environmental Laws. (c) To Brekford’s knowledgeBorrower shall, there is no requirement to be imposed in the future and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesGovernmental Authority. (d) There If the Borrower fails to timely take or cause to be taken, or to diligently and expeditiously proceed to complete, or cause to be completed, in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is no Environmental Claim (as defined below) pending orfiled against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, to Brekford’s knowledgewhether intentional or unintentional, threatened (i) against Brekford of the Borrower or for which any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford Borrower or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawis responsible, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as defined below) that would may be reasonably likely specified by the Administrative Agent if such Governmental Authority has commenced steps to form cause the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect Mortgaged Property to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, be sold pursuant to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Mortgaged Property.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries The Borrower is not in compliance with material violation of or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any applicable laws pertaining to health or the environment (hereinafter, sometimes collectively called “Applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), including without limitation the Comprehensive Environmental Response, Compensation Compensation, and Liability Information System Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended, hereinafter called “CERCLISCERCLA”), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended, hereinafter called “RCRA”). Borrower has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Property by reason of any Applicable Environmental Laws, except as shall be obtained by Borrower in material accordance with all Applicable Environmental Laws. No hazardous substances or solid wastes have been disposed of or otherwise released on the Property, and the use which Borrower makes and intends to make of the Property will not result in the disposal or other release of any hazardous substance or solid waste on or to the Property, except in material compliance with all Applicable Environmental Laws. The terms “hazardous substance” and “release” as used in this Agreement will have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) will have the meanings specified in RCRA; provided, in the event that the laws of the State of Alaska establish a meaning for “hazardous substance,” “release,” “solid waste,” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning will apply. No part of the Property related to the Project constitutes “wetlands,” as such term is defined by applicable federal law, and except as has been obtained or shall be obtained in accordance with applicable law, no permit is needed for construction of the Project from the U.S. Army Corps of Engineers or any other comparable applicable federal or state or local environmental database, including those that are triggered by sales or transfers of businesses or real propertyagency. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoSection 4.11 of the CCBCC Disclosure Schedule: (a) Brekford and each of its Subsidiaries are The CCBCC Parties are, and have been for the past three (3) years, operating the CCBCC Business and the CCBCC Transferred Assets in compliance in all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries Environmental Permits. No CCBCC Party has received any written or oral communication notice during the past three (3) years from any person or governmental authority Governmental Authority alleging that alleges that Brekford or any of its Subsidiaries such CCBCC Party is not in compliance in any material respect with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could in connection with its operation of the CCBCC Business or the CCBCC Transferred Assets. (b) There are no pending or, to the Knowledge of the CCBCC Parties, threatened Actions against any of the CCBCC Parties alleging or asserting any material violation of Environmental Law or any liability to investigate or remediate Hazardous Substances associated with the CCBCC Business or the CCBCC Transferred Assets. During the past three (3) years, there have been no Actions instituted or, to the Knowledge of the CCBCC Parties, threatened in writing against any of the CCBCC Parties alleging or asserting any material violation of Environmental Law or any liability to investigate or remediate Hazardous Substances associated with the CCBCC Business or the CCBCC Transferred Assets. (c) The CCBCC Parties hold all material Environmental Permits that are required for the operation of the CCBCC Transferred Assets or the CCBCC Business. None of the CCBCC Parties is in default under or violation of any of the Environmental Permits in any material respect and, to the Knowledge of the CCBCC Parties, there are no facts, conditions or circumstances that would reasonably be expected to result in the incurrence of a material cost by Brekford suspension of, or prevent the renewal of, any of its Subsidiariessuch Environmental Permits. (d) There is no Environmental Claim (as defined below) pending orNo CCBCC Party, nor to Brekford’s knowledgethe Knowledge of the CCBCC Parties, threatened (i) against Brekford or any other Person, has caused any Release of a Hazardous Substance at any of its Subsidiariesthe CCBCC Real Property in excess of a reportable quantity or which requires remediation, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partRelease remains unresolved. (e) There have been no Releases (as defined below) None of the CCBCC Real Property is subject to any Lien in favor of any Hazardous Material Governmental Authority for (as defined belowi) that would be reasonably likely to form the basis of material liability under any Environmental Claim against Brekford Laws or any (ii) material costs incurred by a Governmental Authority in response to a Release or threatened Release of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawa Hazardous Substance. (f) With respect To the Knowledge of the CCBCC Parties, none of the CCBCC Real Property contains, and no CCBCC Party, nor, to the Knowledge of the CCBCC Parties, any predecessor of Brekford other Person, has operated any (i) above-ground or underground storage tanks or (ii) landfills, surface impoundments or disposal areas at any of its Subsidiariesthe CCBCC Real Property. To the Knowledge of the CCBCC Parties, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, none of the CCBCC Real Property contains any (x) asbestos-containing material in any friable and damaged form or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford condition or any of its Subsidiaries(y) materials or equipment containing polychlorinated biphenyls. (g) Brekford has disclosed Notwithstanding anything in this Agreement to the Company all material facts which Brekford reasonably believes form contrary, the basis of a material current or future cost relating to any environmental matter affecting Brekford only representations and each of its Subsidiaries. (h) None warranties of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof CCBCC Parties in this Agreement concerning environmental and human health and safety matters are now, or were set forth in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:4.11.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoWithout limitation of any other covenants, rights or other obligations expressed elsewhere in this Agreement: (a) Brekford Each Loan Party will, and will cause each of its Subsidiaries are and have been in compliance with Restricted Subsidiaries, to take all reasonable actions required under Environmental Laws to (i) the extent it has knowledge thereof, cure any violation of applicable Environmental Laws (as defined below) and neither Brekford nor by any of Loan Party or its Restricted Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichwould reasonably be expected to have, individually or in the aggregate, could not a Material Adverse Effect; (ii) make an appropriate response to any claim, suit or proceeding against any Loan Party or any of its Restricted Subsidiaries asserting any Environmental Liability (in each case to the extent such Loan Party has knowledge of such claim, suit or proceeding) and discharge any obligations it may have to any Person thereunder, where failure to do so would reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance whichhave, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There Effect; (iii) implement any and all Remedial Actions required to comply with Environmental Laws or that are no past legally required by any Governmental Authority acting within its jurisdiction (following final resolution of the Loan party’s or present eventsits Restricted Subsidiaries’ challenges or appeals, conditionsif any, circumstances, activities, practices, incidents, actions of the relevant Governmental Authority’s order or plans decision) or that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is are otherwise necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledgethe value and marketability of its owned or leased real estate for industrial usage, there is no requirement except where failure to be imposed in the future by perform any Environmental Law or Environmental Permit which could such Remedial Action would not reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesMaterial Adverse Effect. (db) There is no Environmental Claim (as defined below) pending orPromptly upon obtaining knowledge of the occurrence thereof, the Borrower shall deliver to Brekford’s knowledge, threatened the Administrative Agent written notice describing in reasonable detail (i) against Brekford any Release that would reasonably be expected to require a Remedial Action or any of its Subsidiariesgive rise to Environmental Liability, in each case that would reasonably be expected to result in a Material Adverse Effect, (ii) against any person whose liability for Remedial Action by any Environmental Claim Brekford Loan Party, its Restricted Subsidiaries or any of its Subsidiaries has other Person in response to the presence or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would be reasonably likely expected to form the basis result in a Material Adverse Effect, (iii) any claim, demand, suit or proceeding (including any request for information by a Governmental Authority) that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect, (iv) any Loan Party or its Restricted Subsidiaries’ discovery of any occurrence or condition at any of its owned or leased real estate, or on any adjoining real estate, that would reasonably be expected to cause such owned or leased real estate, or any part thereof, to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof or any lien in favor of any Governmental Authority to secure the satisfaction of any liability under any Environmental Claim against Brekford Laws that, in each case, would reasonably be expected to result in a Material Adverse Effect, (v) any proposed acquisition of Equity Interests, assets or property by any Loan Party or any of its Subsidiaries. (g) Brekford has disclosed Restricted Subsidiaries that would reasonably be expected to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to expose any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford Loan Party or any of its SubsidiariesRestricted Subsidiaries to, which are or result in, Environmental Liability that would reasonably be expected to have, individually or in the possession or control of Brekford aggregate, a Material Adverse Effect and (vi) any proposed action to be taken by any Loan Party or any of its SubsidiariesRestricted Subsidiaries to modify current operations in a manner that would reasonably be expected to subject any Loan Party or any of its Restricted Subsidiaries to additional obligations or requirements under Environmental Laws that would reasonably be expected to have, related to compliance with Environmental Lawsindividually or in the aggregate, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:a Material Adverse Effect.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Borrower and each of its Subsidiaries are and have been is in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of governing its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Lawsbusiness, except for to the extent that any such non-compliance whichfailure to comply (together with any resulting penalties, individually fines or in the aggregate, could forfeitures) would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have obtained or have applied for all environmental, health been secured and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford Borrower and each of its Subsidiaries are is in substantial compliance with all terms and conditions of such Environmental Permits therewith, except for such non-compliance whichlicenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere withstored on, or preventtransported to or from, future continued compliance on any Real Property of the part of Brekford Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of (ii) released on any such Environmental PermitReal Property, including amendment of such instrument, to Novume or one of its Subsidiaries, in each case where such action occurrence or event is necessary to maintain material not in compliance with Environmental Laws. (c) To Brekford’s knowledge, there Laws and is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawa Material Adverse Effect. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and each Real Property owned or leased by such parties to comply in all material respects with all applicable Environmental Laws currently or hereafter in effect, except to the extent noncompliance could not reasonably be expected to have been a Material Adverse Effect. (b) If the Administrative Agent or the Majority Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Pool Property, or Real Property adjacent to such Pool Property, which would reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Majority Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Majority Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Majority Lenders that any Credit Party or Pool Property in material compliance with all applicable Environmental Laws Laws. (as defined belowc) Borrower shall, and neither Brekford nor any shall cause each of its Subsidiaries has received any written to, shall take such Remedial Action or oral communication from any person or governmental authority that alleges that Brekford other action as required by Environmental Law or any of its Subsidiaries is not in compliance with applicable Environmental Laws, Governmental Authority except for such non-compliance whichto the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesEffect. (d) There is no Environmental Claim (as defined below) pending or, If the Property Party fails to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawtimely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Majority Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) against and all sums advanced or associated paid in connection with any real judicial or personal property administrative investigation or operations proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Property Party will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Pool Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Property Party or for which Brekford or any of its Subsidiaries currently or previously ownedProperty Party is responsible, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Pool Property is located, then the Property Party will, within thirty (30) days from the date that the Property Party is first given notice that such Lien has been placed against the Pool Property (or within such shorter period of time as defined below) that would may be reasonably likely specified by the Administrative Agent if such Governmental Authority has commenced steps to form cause the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect Pool Property to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, be sold pursuant to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Pool Property.

Environmental Matters. Environmental Matters. Except (i) as set forth on in Schedule 4.13 hereto3.14 of the Disclosure Schedule and (ii) with respect to the Condensa Matter and the Stanford Industrial Park Matter: (a) Brekford Seller and each of its Seller Subsidiaries hold all material permits, licenses and other authorizations which are and have been in compliance with all required under applicable Environmental Laws (as defined belowin subsection (i)) relating to its Business as it is currently being conducted ("ENVIRONMENTAL PERMITS") and neither Brekford nor Seller and its subsidiaries are in compliance in all material respects with the terms and conditions of the Environmental Permits. All such Environmental Permits are valid and in full force and effect and no action is pending to revoke any of Environmental Permit. To the extent required by applicable Environmental Laws, Seller and Seller Subsidiaries, with respect to the Business, have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary permits, licenses or authorizations in a timely fashion so as to allow Seller and its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not subsidiaries to continue to operate their businesses as they are currently being conducted in compliance with applicable Environmental Laws. Seller has no knowledge of any circumstance which could cause any Environmental Permit to be revoked, except for such modified, or rendered non-compliance which, individually or in renewable upon payment of the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekfordpermit fee. (b) Brekford Seller and each of its Subsidiaries subsidiaries have obtained or have applied for all environmental, health been and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance in all material respects with all terms and conditions applicable Environmental Laws with respect to the operation of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsBusiness. (c) To Brekford’s knowledge, there is no requirement Seller has made available to be imposed Buyer or Buyer's agents or delivered to Buyer or Buyer's agents true and complete copies of all Phase 1 and Phase 2 environmental assessments that are in Seller or Seller's subsidiaries' possession that have been written in the future last five years relating to the Leased Real Property or any other property or facility previously owned, operated or leased by Seller or its subsidiaries with respect to the Business (the "FORMER REAL PROPERTY"). Seller has listed, on Schedule 3.14(c) of the Disclosure Schedules, all of the permits, licenses, and other authorizations required by Environmental Laws that have been issued to Seller and Seller Subsidiaries with respect to the operation of the Business or the ownership, operation and use of the Real Property. (d) Seller and its subsidiaries have not received written notice of any civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter relating to the Seller, its subsidiaries, the Business, the Real Property or any other property or facility previously owned, operated or leased by Seller or its Subsidiaries with respect to the Business (the "FORMER REAL PROPERTY"), relating in any way to the Environmental Law or Laws ("ENVIRONMENTAL CLAIMS") and to the knowledge of Seller and its subsidiaries, no such Environmental Permit Claim is threatened. (e) Seller and its subsidiaries are not aware of any facts which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawBusiness. (f) With respect Seller and its subsidiaries have not, and to any predecessor the best of Brekford the Seller's or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s subsidiaries' knowledge, threatenedno other person has, Released, discharged, or otherwise disposed, of any Release Hazardous Substances (as defined in subsection (i)) on, beneath or adjacent to the Real Property or the former real property, except for Releases of Hazardous Materials Substances subject to a permit or authorization pursuant to applicable Environmental Law or for Releases, discharges or disposals that would be reasonably are not likely to form the basis of any Environmental Claim result in a material claim against Brekford Seller, its subsidiaries, Parent, or any of its SubsidiariesBuyer. (g) Brekford has disclosed No employee of Seller or its subsidiaries in the course of his or her employment with Seller or its subsidiaries with respect to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating Business has been exposed to any environmental matter affecting Brekford and each Hazardous Substances during the course of his or her employment that could reasonably be expected to result in any material liability to Seller, its Subsidiariessubsidiaries, Parent or Buyer. (h) None With respect to the Business, Seller and Seller Subsidiaries have not entered into any agreement that may require them to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any person from or against any liabilities or costs arising out of or related to the properties currently generation, manufacture, use, transportation or formerly owned, leased or operated by Brekford, any disposal of its Subsidiaries or any predecessor thereof are nowHazardous Substances, or were otherwise arising in the pastconnection with or under Environmental Laws, listed on the National Priorities List of Superfund Sites excluding (the “NPL”), the Comprehensive Environmental Response, Compensation 1) credit agreements and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property2) leases. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13Agreement:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except Except for such non-compliance whichmatters that, individually or in the aggregate, could would not reasonably be expected to have a Parent Material Adverse Effect on Brekford. (b) Brekford Effect, Parent and each of its the Parent Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsare, and all such Environmental Permits are effective orhave been, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms Environmental Laws, and conditions neither Parent nor any of such the Parent Subsidiaries has received any written communication from a Governmental Entity that alleges that Parent or any of the Parent Subsidiaries is in violation of, or has liability under, any Environmental Permits except Law. (i) Except for such non-compliance whichmatters that, individually or in the aggregate, could would not reasonably be expected to have a Parent Material Adverse Effect on Brekford. There Effect, Parent and each of the Parent Subsidiaries have obtained and are no past or present eventsin compliance with all Environmental Permits necessary for their operations as presently conducted, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with (ii) all such Environmental Permits. Neither Brekford Permits are valid and in good standing and (iii) since January 1, 2003, neither Parent nor any of its the Parent Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer been advised in writing by any Governmental Entity of any such actual or potential change in the status or terms and conditions of any Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledgeExcept for such matters that, there is no requirement to be imposed individually or in the future by any Environmental Law or Environmental Permit which could aggregate, would not reasonably be expected to result in have a Parent Material Adverse Effect, there are no Environmental Claims pending or, to the incurrence knowledge of a material cost by Brekford Parent, threatened, against Parent or any of its the Parent Subsidiaries. (d) There is no Environmental Claim (as defined below) pending orExcept for such matters that, individually or in the aggregate, would not reasonably be expected to Brekford’s knowledgehave a Parent Material Adverse Effect, threatened (i) against Brekford or neither the Parent nor any of its Subsidiariesthe Parent Subsidiaries has entered into or agreed to, (ii) against or is otherwise subject to, any person whose liability for Judgment relating to any Environmental Claim Brekford Law or any to the investigation or remediation of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partHazardous Materials. (e) There Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, there has been no Releases (as defined below) treatment, storage or Release of any Hazardous Material (as defined below) that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford Parent or any of its Subsidiaries, the Parent Subsidiaries or against any person whose liability liabilities for any such Environmental Claim Brekford Claims Parent or any of its the Parent Subsidiaries has has, or may have have, retained or assumed assumed, either contractually or by operation of law. (f) With respect Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, there are no underground storage tanks at, on, under or about (i) any manufacturing facility owned, operated or leased by Parent or any Parent Subsidiary, (ii) any other property owned by the Parent or any Parent Subsidiary or (iii) to the knowledge of Parent, any other property leased or operated by Parent or any Parent Subsidiary. (g) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, to the knowledge of Parent, any asbestos-containing material that is at, under or about property owned, operated or leased by Parent or any Parent Subsidiary is non-friable or encapsulated and in good condition according to the generally accepted standards and practices governing such material, and its presence or condition does not violate or otherwise require abatement or removal pursuant to any predecessor of Brekford applicable Environmental Law. (h) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, (i) neither the Parent nor any of its Subsidiariesthe Parent Subsidiaries has retained or assumed, there is no Environmental Claim pending oreither contractually or by operation of law, to Brekford’s knowledge, threatened, any liabilities or any Release of Hazardous Materials obligations that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford Parent or any of its the Parent Subsidiaries. , and (gii) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis knowledge of a material current or future cost relating to Parent, no Environmental Claims are pending against any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive person whose liabilities for such Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford Claims Parent or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental ClaimsParent Subsidiaries has, or Releases may have, retained or assumed, either contractually or by operation of Hazardous Materials. For purposes of this Section 4.13:law.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: the Columbia House Entities Disclosure Letter, and except as would not, individually and in the aggregate, be reasonably likely to have a Columbia House Entities Material Adverse Effect, (ai) Brekford each of the Columbia House Entities and each of its the Columbia House Subsidiaries are and have been is in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) each of the Columbia House Entities and each of the Columbia House Subsidiaries has all permits, authorizations, licenses, consents and approvals required under applicable Environmental Laws and is in compliance with their respective requirements, (iii) there are no pending, or to the knowledge of Time Warner and Sony, threatened, claims, proceedings or investigations against any person whose liability for any Environmental Claim Brekford of the Columbia House Entities or any of its the Columbia House Subsidiaries alleging a violation of Environmental Law, (iv) none of the Columbia House Entities or Columbia House Subsidiaries has received written notice alleging that such Columbia House Entity or may have retained Columbia House Subsidiary is potentially liable for the costs of investigating or assumed either contractually or by operation remediating Hazardous Substances at any property; (v) to the knowledge of lawTime Warner and Sony, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There there have been no Releases (as defined below) of Hazardous Substances in, on, under or at any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford properties currently owned or leased by any of its the Columbia House Entities or Columbia House Subsidiaries; (vi) to the knowledge of Time Warner and Sony, there are no underground storage tanks at any properties currently owned or against any person whose liability for any Environmental Claim Brekford or leased by any of its the Columbia House Entities or Columbia House Subsidiaries; and (vii) to the knowledge of Time Warner and Sony, the Columbia House Entities and Columbia House Subsidiaries has have made available for review by CDnow and the CDnow Subsidiaries all material environmental reports, studies and related correspondence, as of the date hereof, relating to properties currently owned or may have retained or assumed either contractually or leased by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, the Columbia House Entities or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Columbia House Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichas, individually or in the aggregate, could would not reasonably be expected to have a CMFT Material Adverse Effect on Brekford. Effect: (bi) Brekford no written notification, demand, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of CMFT, is threatened, in each case relating to CMFT or any of the CMFT Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) CMFT and the CMFT Subsidiaries are, and for the past year, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (iii) CMFT and each of its the CMFT Subsidiaries have obtained or have applied for is in possession of all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the construction extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of their facilities or the conduct of their operationsdate hereof, and all such Environmental Permits are effective orvalid and in, where applicable, a renewal application has been timely filed full force and is pending agency approval, effect; (iv) any and Brekford all Hazardous Substances disposed of by CMFT and each of its CMFT Subsidiary since January 1, 2015 were disposed in accordance with all applicable Environmental Laws and Environmental Permits; (v) CMFT and the CMFT Subsidiaries are in compliance not subject to any Order, determination or award by any Governmental Authority pursuant to any Environmental Laws, any Environmental Permit or with all terms respect to any Hazardous Substance; and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There (vi) there are no past liabilities or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part obligations of Brekford CMFT or any of its the CMFT Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permitkind whatsoever, including amendment of such instrumentwhether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could any Hazardous Substance, and there is no condition, situation or set of circumstances that would reasonably be expected to result in the incurrence of a material cost by Brekford any such liability or any of its Subsidiariesobligation. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. (a) Each Borrower and each of its Subsidiaries conducts in the ordinary course of business a review of the effect of existing and proposed Environmental MattersLaws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as a result thereof, the Borrowers have reasonably concluded that, except as specifically disclosed in Schedule 5.12, any such Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Prior to contributing the applicable Contributed Assets, the Contributing Affiliates conducted in the ordinary course of business a review of the effect of existing and proposed Environmental Laws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as a result thereof, the Borrowers have concluded that, except as specifically disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The General Partner, each Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws, except to the extent that the noncompliances individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.13 hereto:5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the General Partner, any Borrower, any Subsidiary or any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary that, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, could reasonably be expected (i) to form the basis of an Environmental Claim against the General Partner, any Borrower, any Subsidiary or any such real property, or (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by the General Partner, any Borrower or any Subsidiary under any applicable Environmental Law. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of the General Partner, each Borrower and each Subsidiary, Hazardous Materials have not been Released on or from any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. (ac) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except Except for such non-compliance whichmatters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, none of the Properties currently owned or operated by the General Partner, any Borrower or any Subsidiary is listed or proposed for listing on Brekfordthe NPL or on the CERCLIS or any analogous foreign, state or local list. (bd) Brekford Prior to contributing the applicable Contributed Assets, and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectivelywith respect to the Contributed Assets only, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are Contributing Affiliates were in compliance with all terms applicable Environmental Laws and conditions of such were not subject to any pending or threatened Environmental Permits Claim relating to Environmental Laws or Hazardous Materials, except for such non-compliance whichas set forth on Schedule 5.12 or to the extent that the noncompliances, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. There are no past Prior to contributing the applicable Contributed Assets, and with respect to the Contributed Assets only, neither any Contributing Affiliate nor any of its Subsidiaries had undertaken, and had not completed, either individually or present eventstogether with other potentially responsible parties, conditionsany investigation or assessment or remedial or response action relating to any actual, circumstances, activities, practices, incidents, actions or plans that may materially interfere withthreatened, or preventsuspected Release of Hazardous Materials at any real property, future continued compliance including leaseholds and easements, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect either individually or in the part aggregate; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any Property owned or operated at or prior to the time of Brekford the contribution of the applicable Contributed Assets by any Contributing Affiliate or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any were disposed of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could a manner not reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford any Contributing Affiliate or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may except as could not reasonably be expected to have retained or assumed a Material Adverse Effect, either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole individually or in partthe aggregate. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford Except for matters that, individually or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the pastaggregate, listed on the National Priorities List of Superfund Sites (the “NPL”)could not reasonably be expected to have a Material Adverse Effect, the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford each Borrower and each Subsidiary (A) has delivered, or caused to be delivered, to obtained all Environmental Permits necessary for the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims ownership and complaints, and consent decrees and other similar documents with respect to Brekford or any operation of its Subsidiariesreal properties and the conduct of its Business, which are in the possession or control of Brekford or any of its Subsidiaries, related to full force and effect; (B) has been and are in compliance with all terms and conditions of such Environmental LawsPermits; and (C) has not received written notice of any violation or alleged violation of any Environmental Permit, and (ii) prior to contributing the applicable Contributed Assets, each of the Contributing Affiliates (A) had obtained all Environmental ClaimsPermits necessary for the ownership and operation of the Contributed Assets, which were in full force and effect at such time; (B) were in compliance with all terms and conditions of such Environmental Permits; and (C) had not received written notice of any violation or Releases alleged violation of Hazardous Materials. For purposes of this Section 4.13:any Environmental Permit.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford CTWS and each of its Subsidiaries are and have been CTWS Subsidiary is in compliance with all applicable Environmental Laws (except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a CTWS Material Adverse Effect on BrekfordEffect; and neither CTWS nor any CTWS Subsidiary has received any written or, to the Knowledge of CTWS, oral notice alleging that CTWS or any CTWS Subsidiary is in material violation of, or has any material liability under, any Environmental Law. (b) Brekford CTWS and each of its Subsidiaries have obtained or have applied CTWS Subsidiary possesses and is in material compliance with all Environmental Permits for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, its respective operations as presently conducted and all such Environmental Permits are effective orvalid and in good standing. (c) To the Knowledge of CTWS, where applicable, a renewal application has been timely filed and there is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such no basis for any material Environmental Permits to be amended, revoked, limited or otherwise conditioned, except for such non-compliance whichas would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a CTWS Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesEffect. (d) There is are no material Environmental Claim (as defined below) Claims pending or, to Brekford’s knowledgethe Knowledge of CTWS, threatened (i) against Brekford or affecting CTWS or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partCTWS Subsidiary. (e) There have To the Knowledge of CTWS, there has been no Releases (as defined below) Release of or exposure to any Hazardous Material (as defined below) Materials of Environmental Concern or, to the Knowledge of CTWS, other event, fact, incident, activity, circumstance or condition that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford CTWS or any of its SubsidiariesCTWS Subsidiary or result in any liability under Environmental Laws, except in each case as would not reasonably be expected to have, individually or against in the aggregate, a CTWS Material Adverse Effect. (f) Neither CTWS nor any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries CTWS Subsidiary has or may have retained or assumed assumed, either contractually or by operation of law. (f) With respect to Law, any predecessor of Brekford liabilities or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials obligations that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford CTWS or any of its SubsidiariesCTWS Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a CTWS Material Adverse Effect. (g) Brekford CTWS has disclosed provided or made available to the Company SJW all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford assessments, reports and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were studies prepared in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those last three years that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any CTWS and the CTWS Subsidiaries regarding matters pertaining to the environmental condition of its the business and properties of CTWS and the CTWS Subsidiaries, related to and their compliance (or noncompliance) with any Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (Except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Synacor or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Synacor or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Synacor or any of its Subsidiaries or as a consequence of the acts of Synacor, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, Synacor and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, the Hazardous Materials Activities of Synacor and its Subsidiaries prior to the Closing have not resulted in the exposure of any Person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such Person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, Synacor and its Subsidiaries have complied in all material respects with all covenants and conditions of any Synacor Permit relating to Environmental Laws which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Synacor Permit relating to Environmental Laws to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of Synacor, threatened, concerning or relating to any Synacor Permit relating to Environmental Laws or any Hazardous Materials Activity of Synacor or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect. (e) Neither Synacor nor any of its Subsidiaries is aware of any fact or circumstance that could result in any Liability under an Environmental Law which would reasonably be expected to have a Synacor Material Adverse Effect. Except as would not reasonably be expected to have a Synacor Material Adverse Effect on Brekford. (b) Brekford and each Effect, neither Synacor nor any Subsidiary has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities Laws or the conduct Hazardous Materials Activities of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Synacor or any of its Subsidiaries. (df) There is no Environmental Claim (as defined below) pending orSynacor and the Subsidiaries have delivered to Qumu or made available for inspection by Qumu and its agents, to Brekfordrepresentatives and employees all material environmental site assessments and environmental audits in Synacor’s knowledge, threatened (i) against Brekford possession or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of control. Synacor and its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, complied in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any respects with all environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated disclosure obligations imposed by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents applicable law with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:transaction.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (Except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichwould not, individually or in the aggregate, could not reasonably be expected to have a an Acquiror Material Adverse Effect on Brekford.Effect: (bi) Brekford Each of the Acquiror Entities and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsrespective properties is, and at all such Environmental Permits are effective orrelevant times within the applicable statute of limitations has been, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (cii) To Brekford’s knowledgeEach of the Acquiror Entities has obtained and currently possesses all Permits required under Environmental Laws for its operations as presently conducted, all such Permits are in full force and effect, and there is are no requirement Proceedings pending or, to be imposed in the future by any Environmental Law or Environmental Permit which Knowledge of Acquiror, threatened that could reasonably be expected to result in the incurrence rescission, revocation or material adverse modification of a material cost by Brekford or any of its Subsidiariessuch Permit. (diii) There is has been no Release of any Hazardous Material into the Environment by the Acquiror Entities, or onto, beneath or from any property currently owned, leased or operated by any Acquiror Entity, or to the Knowledge of Acquiror, any property formerly owned, leased or operated by any Acquiror Entity, that could reasonably be expected to result in any remedial or corrective action obligation on the part of the Acquiror Entities under Environmental Claim Laws or could otherwise reasonably be expected to give rise to any Liability under applicable Environmental Laws. (iv) Except as defined below) set forth on Schedule 4.17(a), there are no pending or, to Brekford’s knowledgethe Knowledge of Acquiror, threatened (i) Proceedings against Brekford or any of its Subsidiaries, (ii) against any person whose liability for the Acquiror Entities under any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partLaws. (ev) There have Except as set forth on Schedule 4.17(a), none of the Acquiror Entities has entered into any consent decree or agreed Order pursuant to any Environmental Law, and none of the Acquiror Entities is a party to any judgment, decree or judicial or administrative Order pursuant to any Environmental Law. (vi) Except as set forth on Schedule 4.17(a), since January 1, 2015 no Acquiror Entity has received any written notice of alleged, actual or potential responsibility or Liability for, or has been no Releases (as defined below) or is the subject of any inquiry or investigation regarding, any Release or threatened Release of Hazardous Material (as defined below) that would be reasonably likely to or alleged violation of, or non-compliance with, any Environmental Law, nor is Acquiror aware of any information which might form the basis of any Environmental Claim against Brekford such notice or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawclaim. (fb) With respect Acquiror has made available true, complete and correct copies of all material sampling results, environmental or safety audits or inspections, or other written reports or correspondence, if any, concerning environmental, health or safety issues, pertaining to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None former operations of the properties Acquiror Entities or property currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, Acquiror Entity. Notwithstanding anything to the Company copies of all written environmental audit reportscontrary contained elsewhere in this Agreement other than Section 4.8, written site assessments performed by environmental professionals, asbestos surveys, written claims this Section 4.17 contains Acquiror’s sole and complaints, exclusive representations and consent decrees and other similar documents warranties with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with environmental matters and Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth disclosed on Schedule 4.13 hereto3.2(o) of the Parent Disclosure Schedule or in the Parent SEC Documents: (ai) Brekford The operations of Parent and each of its Subsidiaries are and have been and, as of the Closing Date, will be, in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in where the aggregate, could failure to so comply would not reasonably be expected to have a Material Adverse Effect on Brekford.Parent; (bii) Brekford Parent and each of its Subsidiaries have obtained or have applied for and will maintain all environmental, health and safety permits, licenseslicenses and registrations, variancesor applications relating thereto, approvals and authorizations (collectivelyhave made and will make all filings, the “reports and notices required under applicable Environmental Permits”) necessary Laws for the construction continued operations of their facilities respective businesses, except such matters the lack or the conduct failure of their operations, which would not lead to a Material Adverse Effect on Parent; (iii) Parent and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in not subject to any outstanding written orders or material contracts with any Governmental Entity or other person respecting (A) Environmental Laws, (B) Remedial Action or (C) any Release or threatened Release of a Hazardous Material, except such orders or contracts the compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could which would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of Parent; (iv) Parent and its Subsidiaries have not received any written communication alleging, with respect to any such party, the violation of or liability under any 30 40 Environmental Permits. Law, which violation or liability would reasonably be expected to have a Material Adverse Effect on Parent; (v) Neither Brekford Parent nor any of its Subsidiaries has knowledge any contingent liability in connection with the Release of matters any Hazardous Material into the indoor or conditions outdoor environment (whether on-site or off-site) that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result lead to a Material Adverse Effect on Parent; (vi) The operations of Parent or its Subsidiaries involving the generation, transportation, treatment, storage or disposal of hazardous waste, as defined and regulated under 40 C.F.R. Parts 260-270 (in effect as of the incurrence date of a material cost by Brekford this Agreement) or any of its Subsidiaries.state equivalent, are in compliance with applicable Environmental Laws, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect on Parent; and (dvii) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford not now on or in any property of Parent or its Subsidiaries any of its Subsidiariesthe following: (A) any underground storage tanks or surface impoundments, (iiB) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawasbestos-containing materials, or (iiiC) against or associated with any real or personal property or operations polychlorinated biphenyls, which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”A), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”B), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property(C) preceding) could have a Material Adverse Effect on Parent. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (Except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Qumu or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Qumu or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Qumu or any of its Subsidiaries or as a consequence of the acts of Qumu, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, Qumu and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, the Hazardous Materials Activities of Qumu and its Subsidiaries prior to the Closing have not resulted in the exposure of any Person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such Person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, Qumu and its Subsidiaries have complied in all material respects with all covenants and conditions of any Qumu Permit relating to Environmental Laws which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Qumu Permit relating to Environmental Laws to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of Qumu, threatened, concerning or relating to any Qumu Permit relating to Environmental Laws or any Hazardous Materials Activity of Qumu or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect. (e) Neither Qumu nor any of its Subsidiaries is aware of any fact or circumstance that could result in any Liability under an Environmental Law which would reasonably be expected to have a Qumu Material Adverse Effect. Except as would not reasonably be expected to have a Qumu Material Adverse Effect on Brekford. (b) Brekford and each Effect, neither Qumu nor any Subsidiary has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities Laws or the conduct Hazardous Materials Activities of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Qumu or any of its Subsidiaries. (df) There is no Environmental Claim (as defined below) pending orQumu and the Subsidiaries have delivered to Synacor or made available for inspection by Synacor and its agents, to Brekfordrepresentatives and employees all material environmental site assessments and environmental audits in Qumu’s knowledge, threatened (i) against Brekford possession or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of control. Qumu and its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, complied in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any respects with all environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated disclosure obligations imposed by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents applicable law with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:transaction.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoin Section 3.11 of the DOCP Disclosure Schedule: (a) Brekford DOCP and the DOCP Subsidiaries have not, and, to DOCP's knowledge, no other person has, Released, placed, stored, buried or dumped any material quantities of Hazardous Substances on, beneath or adjacent to each property owned, operated or leased by DOCP and the DOCP Subsidiaries (the "Property"), or, to the knowledge of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor DOCP, any of its Subsidiaries has received any written property formerly owned, operated or oral communication from any person leased by DOCP or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Lawsthe DOCP Subsidiaries, except for the presence of such non-compliance which, individually or in the aggregate, could Hazardous Substances as would not reasonably be expected to have a DOCP Material Adverse Effect on BrekfordEffect. (b) Brekford and each of its Subsidiaries have obtained Neither DOCP nor any DOCP Subsidiary has entered into any agreement that requires them to pay to, reimburse, guarantee, pledge, defend, indemnify or have applied hold harmless any person for all environmentalor against any liabilities or costs in connection with any pending or threatened suit, health and safety permitsaction, licensesnotice, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities proceeding or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected investigation relating to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere alleged noncompliance with, or preventliability under, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledgeNeither DOCP nor any DOCP Subsidiary has received any written notice or written order from any Governmental Entity or private entity advising them that they are responsible for or potentially responsible for Cleanup, there or paying for the cost of Cleanup, of any Hazardous Substances on or adjacent to the Property or at any location containing Hazardous Substances generated, treated, transported or stored by DOCP or the DOCP Subsidiaries or on behalf of DOCP or the DOCP Subsidiaries, and neither DOCP nor any DOCP Subsidiary has entered into any agreements concerning such Cleanup, nor is no requirement DOCP aware of any material facts which DOCP has reasonable grounds to be imposed in the future by any Environmental Law believe will give rise to such notice, order or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiariesagreement. (d) There is no Environmental Claim (as defined below) pending or, As used in this Agreement: "Cleanup" shall mean all actions required to Brekford’s knowledge, threatened (i) against Brekford cleanup, remove, treat or any of its Subsidiariesremediate Hazardous Substances in the indoor or outdoor environment, (ii) against any person whose liability for any Environmental Claim Brekford prevent the Release of Hazardous Substances so that they do not migrate, endanger or any of its Subsidiaries has threaten to endanger public health or may have retained welfare or assumed either contractually the indoor or by operation of lawoutdoor environment, or (iii) against perform pre-remedial studies and investigations and post-remedial monitoring and care, (iv) respond to any government requests for information or associated with documents in any real way relating to cleanup, removal, treatment or personal property remediation or operations which Brekford potential cleanup, removal, treatment or remediation of Hazardous Substances in the indoor or outdoor environment or (v) any of its Subsidiaries currently or previously ownedadministrative, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiariesjudicial, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed other proceedings related to the Company above; "Environmental Laws" shall mean all material facts which Brekford reasonably believes form the basis of a material current or future cost applicable United States federal, state and local, and foreign laws, regulations, rules and ordinances relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None pollution or protection of the properties currently environment or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation human health and Liability Information System (“CERCLIS”), or any other comparable state or local environmental databasesafety, including those that are triggered by sales laws relating to Releases or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or threatened Releases of Hazardous Materials. For purposes Substances into the indoor or outdoor environment (including ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of this Section 4.13Hazardous Substances, and all laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources; "Hazardous Substance" shall mean:

Environmental Matters. Environmental Matters. (a) Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregateValley Disclosure Schedule, could not reasonably be expected to have a Material Adverse Effect on Brekford. Valley’s knowledge, (bi) Brekford and each the operations of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford Valley and each of its Subsidiaries are in compliance with and have complied with all terms and conditions applicable Environmental Laws, (ii) neither Valley nor any of its Subsidiaries has any liability known or unknown, contingent or absolute, under any Environmental Law, nor is Valley or any Subsidiary responsible for any such liability of any other person or entity under any Environmental Permits except Law, whether by contract, by operation of law or otherwise, (iii) neither Valley nor any Valley Subsidiary has received any written notice, citation, claim, assessment, proposed assessment or demand for such non-compliance which, individually or abatement in the aggregatelast five years alleging that Valley or such Valley Subsidiary (either directly or as a trustee or fiduciary, could not or as a successor-in-interest in connection with the enforcement of remedies to realize the value of properties serving as collateral for outstanding loans) may be in violation of any Environmental Law or may have any liability under any Environmental Law, and (iv) no toxic or hazardous substances or materials have been emitted, generated, disposed of or stored on any real property owned or leased by Valley or any Valley Subsidiary, OREO or otherwise, or owned or controlled by Valley or any Valley Subsidiary as a trustee or fiduciary (collectively, “Valley Properties”) in any manner that violates or, after the lapse of time is reasonably be expected likely to violate, any Environmental Law given the current use of the Valley Properties. (b) Except as set forth in the Valley Disclosure Schedule, to Valley’s knowledge, none of the Valley Properties has been operated in any manner that violated any Environmental Law, the violation of which would have a Material Adverse Effect on Brekford. There are Valley. (c) To Valley’s knowledge, no past Valley Property is listed or present eventsproposed to be listed on the National Priorities List or the Comprehensive Environmental Response, conditionsCompensation, circumstances, activities, practices, incidents, actions and Liability Information System or plans any other governmental database or list of properties that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such do require remedial action under Environmental PermitsLaws. Neither Brekford Valley nor any of its Subsidiaries has knowledge arranged by contract, agreement or otherwise for the transportation, disposal or treatment of matters hazardous or conditions toxic substances at any location such that would preclude reissuance it is or transfer of any such Environmental Permit, including amendment could be liable for remedial actions of such instrument, location pursuant to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and have been each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written currently or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not hereafter in compliance with applicable Environmental Lawseffect, except for such non-compliance which, individually or in to the aggregate, extent noncompliance could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries have obtained Subsidiaries, or have applied for all environmentalReal Property adjacent to such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or present eventsat the direction of Required Lenders), conditionsto provide the Administrative Agent, circumstancesat the Borrower’s expense, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any of its Subsidiaries has knowledge of matters Credit Party or conditions that would preclude reissuance Real Property owned or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action leased by them is necessary to maintain in material compliance with all applicable Environmental Laws. (c) To Brekford’s knowledgeBorrower shall, there is no requirement to be imposed in the future and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesGovernmental Authority. (d) There is no Environmental Claim (as defined below) pending or, If the Borrower fails to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawtimely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) against and all sums advanced or associated paid in connection with any real judicial or personal property administrative investigation or operations proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which Brekford or any of its Subsidiaries currently or previously ownedBorrower is responsible, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as defined below) that would may be reasonably likely specified by the Administrative Agent if such Governmental Authority has commenced steps to form cause the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect Mortgaged Property to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, be sold pursuant to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Mortgaged Property.

Environmental Matters. CNL has obtained environmental studies (including Level I studies), audits and tests of the Contributed Hotels as deemed necessary by CNL to determine the existence of any Environmental MattersMatters on the Contributed Hotels (individually, an Environmental Report and collectively the “Environmental Reports”). Except CNL has provided written notice (an “Environmental Notice”) to Wolf of the existence of any Hazardous Substances on or contaminating the Property above legally permissible levels as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable the current Environmental Laws (together with any such matters caused by Wolf and not disclosed to CNL prior to the date hereof or with respect to which Wolf had Knowledge but did not disclose prior to the date hereof, the “Environmental Defects”). Wolf shall undertake a reasonable good-faith effort to cure the Environmental Defect before the Closing Date to the satisfaction of CNL; provided, however, if such Environmental Defect are not capable of being cured prior to the Closing Date, the Closing Date may be extended for up to forty-five (45) days to allow Wolf to cure such Environmental Defect. If Wolf shall in fact cure the Environmental Defect prior to Closing, the obligations and rights of the parties to close shall be unaffected by the Environmental Defect. If Wolf is unable to cure or eliminate the Environmental Defect prior to Closing, CNL may elect to terminate this Agreement by giving written notice of termination to Wolf on or before the Closing Date, or, alternatively, CNL may elect to waive CNL’s objections to the uncured Environmental Defect and consummate the transactions contemplated by this Agreement subject to the Environmental Defect, in which event the obligations and rights of the parties to close shall be unaffected by the waived Environmental Defect . If CNL elects to terminate this Agreement due to the existence of uncured Environmental Defect as defined belowprovided in this Article 7, all rights and obligations of the parties hereunder shall terminate and be null and void, except for any rights and obligations of the parties that are to survive the termination of this Agreement as provided elsewhere herein and Wolf shall reimburse CNL for all out-of-pocket expenses incurred by CNL in connection with the transactions contemplated by this Agreement, including, without limitation, all costs and expenses associated with the investigations contemplated by Section 7(a) above, provided, however that Wolf’s obligation to reimburse CNL under this Section 7(d), Section 5 and neither Brekford nor any Section 7(b) shall not exceed the sum of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any Two Hundred Thousand and No/100 Dollars ($200,000.00) in the aggregate. If the Environmental Reports disclose information which would require reporting of its Subsidiaries is not in compliance with such information to a Governmental Authority, as required under applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, Wolf agrees that it shall make any and all such reports to the extent required by applicable Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approvalLaws, and Brekford that CNL shall not be obligated to do so. If Wolf fails to make any and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in reports to the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with extent required by applicable Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be deliveredCNL shall, to the Company copies of all written environmental audit reportsextent CNL is required by law to make such disclosures, written site assessments performed by environmental professionalshave the right, asbestos surveysbut not the obligation, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:do so.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and The Subject Oncor Operations have been conducted, since June 1, 2013, in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in where the aggregate, could failure to so conduct the Subject Oncor Operations would not reasonably be expected to have a an Oncor Material Adverse Effect on BrekfordEffect. (b) Brekford and each As of its Subsidiaries have obtained or have applied for all environmentalthe date hereof, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsOncor holds, and as of the Closing Oncor AssetCo will hold, all such Environmental Permits necessary to conduct the Subject Oncor Operations as they are effective orcurrently conducted, except where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of the failure to hold such Environmental Permits except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a an Oncor Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledgeExcept as do not affect the Oncor T Assets or the Subject Oncor Operations in any material respect and for which SDTS would not be subject to any material liability from acquiring the Oncor T Package as a result of the SDTS Merger, there is since June 1, 2013, no requirement written notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been issued to be imposed in the future by or filed against any Oncor Entity relating to any alleged material failure to comply with any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit which could Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material liability on the part of any Oncor Entity. (d) Since June 1, 2013, no Oncor Entity has generated, treated, stored or disposed of (or arranged for the generation, treatment, storage, or disposal of), and no Oncor Entity has Released, Hazardous Materials in a manner that would reasonably be expected to result in material environmental liability on the incurrence part of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partSDTS following the Closing. (e) There have been no Releases (as defined below) To the Knowledge of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”)Oncor, the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has deliveredOncor Entities have made available, or caused to be deliveredmade available, to the Company SDTS copies of all written environmental audit reportsreports or assessments prepared since June 1, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which 2013 that are in the possession or control of Brekford or any of its Subsidiaries, related Oncor Entity with respect to compliance by any Oncor Entity with Environmental Laws, Environmental Claimsthe environmental condition of any Oncor T Assets, or Releases any environmental liability of any Oncor Entity related to the Oncor T Assets or the Subject Oncor Operations (including all Phase I and Phase II Environmental Site Assessment reports, investigations and studies). (f) Since July 13, 2010, the Oncor Entities have not assumed any material environmental liabilities of another Person that are included in the Oncor T Liabilities. (g) Except as do not affect the Oncor T Assets or the Subject Oncor Operations in any material respect and for which SDTS would not be subject to any material liability from acquiring the Oncor T Package as a result of the Oncor Merger, to the Knowledge of Oncor, there currently are not and never have been any power generation facilities (other than back-up generation equipment) on any of the Oncor Property. (h) The representations and warranties set forth in this Section 6.11 are the sole and exclusive representations and warranties of the Oncor Entities with respect to matters relating to Environmental Laws or Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (Except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Rentrak or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Rentrak or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Rentrak or any of its Subsidiaries or as a consequence of the acts of Rentrak, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect, Rentrak and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect, the Hazardous Materials Activities of Rentrak and its Subsidiaries prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect, Rentrak and its Subsidiaries have complied in all material respects with all covenants and conditions of any Environmental Permit which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the knowledge of Rentrak, threatened, concerning or relating to any Environmental Permit or any Hazardous Materials Activity of Rentrak or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect. (e) Neither Rentrak nor any of its Subsidiaries is aware of any fact or circumstance that could result in any Liability under an Environmental Law which would reasonably be expected to have a Rentrak Material Adverse Effect. Except as would not reasonably be expected to have a Rentrak Material Adverse Effect on Brekford. (b) Brekford and each Effect, neither Rentrak nor any Subsidiary has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities Laws or the conduct Hazardous Materials Activities of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Rentrak or any of its Subsidiaries. (df) There is no Environmental Claim (as defined below) pending orRentrak and the Subsidiaries have delivered to comScore or made available for inspection by comScore and its agents, to Brekfordrepresentatives and employees all material environmental site assessments and environmental audits in Rentrak’s knowledge, threatened (i) against Brekford possession or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of control. Rentrak and its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, complied in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any respects with all environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated disclosure obligations imposed by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents applicable law with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:transaction.

Environmental Matters. Environmental Matters. (a) Except as set forth on in Schedule 4.13 hereto: (a) Brekford 5.16 and each of its Subsidiaries are and have been in compliance except with all applicable Environmental Laws (as defined below) and neither Brekford nor respect to any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichother matters that, individually or in the aggregate, could would not reasonably be expected to have result in the Borrower or any of the Restricted Subsidiaries (other than any Immaterial Subsidiaries) incurring Environmental Liabilities that could be reasonably expected to result in a Material Adverse Effect on BrekfordEffect, each of the Borrower and its Restricted Subsidiaries (other than Immaterial Subsidiaries) is and has been in compliance with any applicable Environmental Law, which compliance includes obtaining, maintaining and complying with any permit, license, authorization or other approval required under any Environmental Law for any of their operations. (b) Brekford Except as set forth in Schedule 5.16 and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance except with all terms and conditions of such Environmental Permits except for such non-compliance whichrespect to any other matters that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Borrower or any of its the Restricted Subsidiaries (other than Immaterial Subsidiaries) incurring Environmental Liabilities that could be reasonably expected to result in a Material Adverse Effect: (i) none of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) has contractually assumed any Environmental Liability of any Person or has received, or to the actual knowledge of the Borrower and the Guarantors, anticipates receiving, written notice of any claim, order, agreement, or investigation with respect to any Environmental Liability.; (ii) none of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) is subject to any material, ongoing obligations under a consent decree, administrative order or settlement agreement issued or entered into in connection with Environmental Law; and (iii) no facts or circumstances exist that would reasonably be expected to result in the Borrower or any of the Restricted Subsidiaries (other than Immaterial Subsidiaries) incurring Environmental Liabilities. (c) No Lien under Environmental Laws has attached to any real property in an amount or a manner that could be reasonably expected to result in a Material Adverse Effect. (d) There is no Environmental Claim (As of the Closing Date, except as defined below) pending ordisclosed on Schedule 5.16, to Brekford’s knowledgethe knowledge of the Borrower and the Guarantors, threatened (i) against Brekford the consummation of the transaction contemplated under this Agreement does not require the consent of or filing by any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated Loan Party with any real or personal property or operations which Brekford or Governmental Authority under any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partapplicable Environmental Law. (e) There have been no Releases (as defined below) As of any Hazardous Material (as defined below) that would be reasonably likely to form the basis Closing Date, each of any Environmental Claim against Brekford or any of the Borrower and its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Domestic Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed made available to the Company Administrative Agent copies of all requested existing material facts which Brekford reasonably believes form the basis of a material current or future cost environmental reports (including any “Phase I environmental site assessments” relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has deliveredand audits, or caused and all documents pertaining to be deliveredactual material Environmental Liability, in each case to the Company copies of all written environmental audit extent such reports, written site assessments performed by environmental professionals, asbestos surveys, written claims audits and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession their possession, custody or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:and are not more than five (5) years old.

Environmental Matters. Environmental Matters. (a) Except as set forth on Schedule 4.13 hereto: in the Form 10 or Section 3.15 of the Disclosure Schedule, the Company and the Company Subsidiaries hold, and are in compliance with, all material permits, licenses and government authorizations required for the Company and the Company Subsidiaries to conduct their respective businesses under any U.S. federal and state or foreign statutes and regulations relating to pollution or protection of human health or the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and similar state laws (a) Brekford "Environmental Laws"), and each of its the Company and the Company Subsidiaries are and have been otherwise in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-where the failure to be in compliance which, individually or in the aggregate, could would not be reasonably be expected likely to have a Company Material Adverse Effect on BrekfordEffect. (b) Brekford and each Except as set forth in the Form 10 or Section 3.15 of its Subsidiaries have obtained the Disclosure Schedule, none of the Company or have applied for all environmentalany Company Subsidiary has been notified that it is a potentially responsible party under the Comprehensive Environmental Response, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsCompensation, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and Liability Act or any similar state or foreign law with respect to any on-site or off-site location for which liability is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not currently being asserted which is reasonably be expected likely to have a Company Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledge, there is no requirement to be imposed Except as set forth in the future by Form 10 or Section 3.15 of the Disclosure Schedule, none of the Company or any Company Subsidiary is subject to any Order relating to compliance with any Environmental Law or to investigation or cleanup of substances regulated under any Environmental Permit Law as hazardous which could is reasonably be expected likely to result in the incurrence of have a material cost by Brekford or any of its SubsidiariesCompany Material Adverse Effect. (d) There is Except as set forth in the Form 10 or Section 3.15 of the Disclosure Schedule, no substances regulated under Environmental Claim (as defined below) pending orLaws have been released, spilled, leaked, discharged, disposed of, pumped, poured emitted, emptied, injected, leached, dumped or allowed to Brekford’s knowledgeescape at any property now or formerly owned, threatened (i) against Brekford operated or leased by the Company or the Company Subsidiaries or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may former Company subsidiaries which is reasonably likely to have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in parta Company Material Adverse Effect. (e) There have been no Releases (as defined below) Parent has provided Buyer copies of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford all material environmental inspections, investigations, studies, audits, tests, reviews or any of its Subsidiaries, other analyses in Seller's possession or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect control conducted in relation to any predecessor of Brekford property now or any of its Subsidiariespreviously owned, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, operated or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to leased by the Company all material facts which Brekford reasonably believes form or the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Company Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real propertyformer Company subsidiaries. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Neither the Property nor Borrower's use or operation of the Property is in violation of or subject to any existing, pending, or to the best of Borrower's and Guarantor's knowledge, threatened investigation or inquiry by any governmental authority or any remedial obligations under any Applicable Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Law, and each there are no facts, conditions or circumstances known to it that require reporting or disclosure to any applicable governmental authority; Borrower has not obtained and to the best of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries knowledge is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected required to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety obtain any permits, licenses, variancesor similar authorizations to construct, approvals occupy, operate or use any buildings, improvements, fixtures or equipment in connection with the Property by reason of any environmental laws, rules or regulations, except as disclosed in writing to Lender; to the best of Borrower's knowledge no oil or petroleum products or derivatives, toxic or hazardous substances or solid wastes have been disposed of or released on the Property by Borrower unless done in accordance with Applicable Environmental Law, and authorizations Borrower agrees that it shall not in its use of the Property dispose of or release oil or petroleum products or derivatives, toxic or hazardous substances or solid wastes on the Property unless done in accordance with Applicable Environmental Law. Notwithstanding anything to the contrary herein, Borrower shall indemnify and hold Lender harmless from and against any fines, charges, expenses, fees, reasonable attorneys' fees and costs incurred by Lender because the Property, or the Borrower's use or operation of the Real Property, including any improvements thereon (collectivelywhether or not due to any fault of Borrower but not due to any fault of the Lender while Lender is in actual possession of the Property) is hereafter determined to be in violation of any Applicable Environmental Law, rules or regulations due to causes occurring during Borrower's possession and/or ownership of the Property, and this indemnity shall survive the payment of the Obligations (as that term is defined in the Mortgage), the “Environmental Permits”) necessary for expiration of the construction lien under the Mortgage, the release or any foreclosure of their facilities the Mortgage or the conduct transfer of their operationsthe Property in lieu of foreclosure. In the event the Property is determined by any governmental agency or otherwise to be in violation of any Applicable Environmental Laws, rules or regulations relating to the environment (including, without limitation, any determination that oil or petroleum products or derivatives, toxic or hazardous substances have been released or disposed of on the Property such that the presence of such oil or petroleum products or derivatives, toxic or hazardous substances is in violation of any federal, state or local laws, rules or regulations, whether or not the same were placed thereon by Borrower), Borrower shall within the time period permitted by any applicable governmental agency having jurisdiction thereof and all in any event within sixty (60) days of written notice from Lender, whichever is sooner, commence such Environmental Permits are effective or, where applicable, a renewal application has been timely filed action as may be necessary and is pending agency approval, and Brekford and each of its Subsidiaries are in approved by the applicable governmental agencies having jurisdiction thereof to bring the Property into compliance with all terms the Applicable Environmental Law, rules and conditions of such Environmental Permits except for such non-compliance which, individually or in regulations Borrower represents and warrants to Lender that the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened Property (i) against Brekford contains no facilities that are subject to reporting (by either Borrower or Manager thereon or other person or entity in possession or occupancy of any portion thereon) under Section 312 of its Subsidiaries, the Federal Emergency Planning and Community Right-To-Know Act of 1986 (42 U.S.C. Section 11022); is not the site of any underground storage tanks for which notification is required under 42 U.S.C. Section 6991a and applicable state or local law; and (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, not listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation Compensation, and Liability Information System in accordance with Section 116 of CERCLA (“CERCLIS”42 U.S.C. Section 9616), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoin Section 3.13 of the Disclosure Schedule: (a) Brekford and each Each of its Subsidiaries are and have been the MGM Acquired Entities is in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries which compliance includes, but is not in compliance with limited to, the possession by each of the MGM Acquired Entities of all permits and other Governmental Approvals required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except for such non-compliance which, individually or in where the aggregate, could failure to comply would not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. None of the MGM Acquired Entities has received any written or, to the knowledge of any of the MGM Acquired Entities, oral, notice from a Person alleging that any of the MGM Acquired Entities is not in such compliance, and there are no present or, to the knowledge of any of the MGM Acquired Entities, past or future, actions, activities, circumstances, conditions, events or incidents that may prevent or interfere with such compliance. All Governmental Approvals currently held by each of the MGM Acquired Entities pursuant to applicable Environmental Laws are set forth in Section 3.13 of the Disclosure Schedule. (b) Brekford and each of its Subsidiaries have obtained or have applied Except for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities notice to an issuing Governmental Entity or the conduct processing of their operationsan administrative amendment with an issuing Governmental Entity resulting from the change in control of the permittee or a change in the name or contact information of the Persons identified in the Governmental Approval resulting from the change in control, to the knowledge of any of the MGM Acquired Entities, no transfers of permits or other Governmental Approvals under Environmental Laws, and all such no additional permits or other Governmental Approvals under Environmental Permits are effective orLaws, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of will be required to permit the Purchaser to conduct its Subsidiaries are business in full compliance with all terms applicable Environmental Laws immediately following the Closing Date, so long as such business is conducted in the same manner as conducted by each of the MGM Acquired Entities immediately prior to the Closing Date. All permits requiring a notice or application of an administrative amendment are set forth in Section 3.13(b) of the Disclosure Schedule. To the extent that any transfers or additional permits and conditions other Governmental Approvals are required, each of the MGM Acquired Entities agrees to cooperate with the Purchaser to effect such transfers and obtain such permits and other Governmental Approvals prior to the Closing Date; provided that in the event a notice or application of an administrative amendment is required to be filed, the Governmental Entity may not provide formal acknowledgment of the requested change until they have been advised that the Closing has occurred. (c) There is no Environmental Claim pending or, to the knowledge of any of the MGM Acquired Entities, threatened, against any of the MGM Acquired Entities or, to the knowledge of any of the MGM Acquired Entities, against any Person whose liability for any Environmental Claim any of the MGM Acquired Entities has or may have retained or assumed either by Contract or by operation of Law, the adverse determination of which would reasonably be expected to have a Material Adverse Effect. (d) There are no present (or to the knowledge of any of the MGM Acquired Entities, past) actions, activities, circumstances, conditions, events or incidents, including the Release, threatened Release or presence of any Hazardous Materials that is reasonably expected to form the basis of any Environmental Claim against any of the MGM Acquired Entities, or, to the knowledge of any of the MGM Acquired Entities, against any Person whose Liability for any Environmental Claim any of the MGM Acquired Entities has or may have retained or assumed either by Contract or by operation of Law, the adverse determination of which would reasonably be expected to have a Material Adverse Effect. (e) None of the MGM Acquired Entities has, and to the knowledge of any of the MGM Acquired Entities, no other Person has placed, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials or any other wastes produced by, or resulting from, any business, commercial or industrial activities, operations or processes, on, beneath or, without any duty of nor undertaking of any investigation or inquiry by any of the MGM Acquired Entities, adjacent to any property currently or formerly owned, operated or leased by any of the MGM Acquired Entities, except (i) for inventories of such Environmental Permits except for such non-compliance whichsubstances to be used, individually or and wastes generated therefrom, in the aggregateOrdinary Course of Business of any of the MGM Acquired Entities (which inventories and wastes, could if any, were and are stored or disposed of in accordance with applicable Environmental Laws), or (ii) as would not reasonably be expected to have a Material Adverse Effect Effect. (f) The MGM Parties have delivered or made available to Purchaser complete, accurate and current copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by or on Brekford. There are no past behalf of the MGM Acquired Entities and in their possession pertaining to Hazardous Materials, if any, in, on, beneath or present eventsadjacent to any property currently or formerly owned, conditions, circumstances, activities, practices, incidents, actions operated or plans that may materially interfere withleased by any of the MGM Acquired Entities, or prevent, future continued compliance on regarding the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material MGM Acquired Entities’ compliance with applicable Environmental Laws. (cg) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence knowledge of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending orthe MGM Acquired Entities, to Brekford’s knowledge, threatened (i) against Brekford or none of the Real Property contains any of its Subsidiaries, (ii) against any person whose liability for any the following in violation of Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole Laws or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) such a manner that would be is reasonably likely expected to form the basis of any an Environmental Claim against Brekford Claim: underground storage tanks; asbestos; polychlorinated biphenyls (PCBs); toxic mold; underground injection ▇▇▇▇▇; radioactive materials; or septic tanks or waste disposal pits in which process wastewater or any of its SubsidiariesHazardous Materials have been discharged or disposed, or against any person whose liability except for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials violation that would not reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford or any of its Subsidiarieshave a Material Adverse Effect. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford disclosed in writing to the Agent prior to the date hereof, the Company and each its Subsidiaries, and the plants and sites of its Subsidiaries are and each, have been in compliance complied with all applicable Applicable Environmental Laws (as defined below) and Laws, except, in any such case, where such failure to so comply would not result in a Material Adverse Change. Without limiting the generality of the preceding sentence, neither Brekford the Company nor any of its Subsidiaries has received notice of or has actual knowledge of any written actual or oral communication from claimed or asserted failure so to comply with Applicable Environmental Laws or of any person other Environmental Claim which alone or governmental authority that alleges that Brekford together with all other such failures or Environmental Claims is material and would result in a Material Adverse Change. Except as disclosed in writing to the Agent prior to the date hereof, neither the Company nor any of its Subsidiaries is not nor their plants or other sites manage, generate or dispose of, or during their respective period of use, ownership, occupancy or operation by the Company or its Subsidiaries have managed, generated, released or disposed of, any hazardous wastes, solid wastes, petroleum substances, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used or defined in compliance with applicable the Applicable Environmental Laws, except for such non-compliance which, individually in material violation of or in a manner which would result in liability under the aggregateApplicable Environmental Laws or any other applicable Legal Requirement, could or in a manner which would result in an Environmental Claim except where such noncompliance or liability or Environmental Claim would not reasonably be expected to have result in a Material Adverse Effect on Brekford. Change. The representation and warranty contained in this SECTION 8.13 is based in its entirety upon (ba) Brekford current interpretations and each enforcement policies that have been publicly disseminated and are used by Governmental Authorities charged with the enforcement of its Subsidiaries have obtained the Applicable Environmental Laws or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, which apply to the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford Company or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor respect to any Property or sites in a particular jurisdiction and (b) current levels of its Subsidiaries has publicly disseminated scientific knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permitconcerning the detection of, including amendment of such instrumentand the health and environmental risks associated with the discharge of, substances and pollutants regulated pursuant to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with the Applicable Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichwould not, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect on Brekford. Effect, (a) there are no investigations or Actions (whether administrative or judicial) pending or threatened in writing, alleging noncompliance with or Liability under any Environmental Law, (b) Brekford Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Authority, since February 1, 2015 have been, in compliance with all Environmental Laws (which compliance includes the possession and compliance by Parent and each of its Subsidiaries have obtained or have applied for of all environmental, health Permits required under applicable Environmental Laws to conduct their respective business and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsoperations as currently conducted, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all the terms and conditions of such Environmental Permits except for such non-compliance whichthereof), individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford (c) neither Parent nor any of its Subsidiaries have caused and, to Parent’s Knowledge, no other Person has knowledge caused a Release of matters Hazardous Materials in contravention of Environmental Laws or conditions in a manner that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in Liability under Environmental Law with respect to the incurrence business or assets of a material cost by Brekford Parent or any Parent Owned Real Property or Parent Leased Real Property that has not been remediated, and Parent has not received any notice under Environmental Law that any Parent Owned Real Property or Parent Leased Real Property currently owned, operated or leased in connection with the businesses of its Subsidiaries. Parent (dincluding soils, groundwater, surface water, buildings and other structure located on any such real property) There is no has been contaminated with any Hazardous Material that has not been remediated and that would reasonably be expected to result in an Action under Environmental Claim (as defined below) pending orLaw against, to Brekford’s knowledgeor a violation of Environmental Laws or term of any environmental Permit by, threatened (i) against Brekford Parent or any of its Subsidiaries, (iid) against any person whose liability for any Environmental Claim Brekford there has been no disposal or arrangement of disposal by Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation at any other location in violation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole Environmental Law or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) a manner that would reasonably be reasonably likely expected to form the basis of result in Liability under any Environmental Claim against Brekford Law or at any of its Subsidiaries, site listed or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect formally proposed to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”)Act, 42 U.S.C. § 9601 et seq. or any other foreign or state remedial priority list promulgated or maintained pursuant to comparable foreign or state Law, (e) there is not now, nor to Parent’s Knowledge has there been in the past, on or local environmental databasein any Parent Leased Real Property or Parent Owned Real Property, including those that are triggered by sales or transfers any of businesses or real property. the following: (i) Brekford has deliveredany underground storage tanks or surface impoundments or (ii) a Release of Hazardous Materials, in either case (i) or caused (ii) that would reasonably be expected to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford result in Parent or any of its Subsidiaries, which are in the possession taken as a whole, incurring Liabilities, and (f) none of Parent and its Subsidiaries is subject to any Order, Contract with any Governmental Authority or control of Brekford other Person or has created any of its SubsidiariesLiabilities under applicable Environmental Laws or concerning Hazardous Materials, related to compliance with Environmental Laws, Environmental Claims, Remedial Actions or Releases in respect of Hazardous Materials. For purposes of this Section 4.13:any Parent Owned Real Property or Parent Leased Real Property.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford Neither the Borrower nor any of its Subsidiaries Subsidiary has received any written or oral communication from --------------------- current actual knowledge that any person or governmental authority that alleges that Brekford substance deemed hazardous by any Applicable Environmental Law, has been installed (i) on any real property fee title to which is now owned by the Borrower or any of its Subsidiaries is or (ii) by Borrower or any of its Subsidiaries on any real property leased by the Borrower or any of its Subsidiaries, in either case in a manner which does not in compliance comply with applicable Applicable Environmental Laws, except for such non-compliance which, individually or in to the aggregate, extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. The Borrower and each its Subsidiaries are not in violation of or subject to any existing, pending or, to the best of the Borrower's knowledge, threatened investigation or inquiry by any Tribunal or to any remedial obligations under any Applicable Environmental Laws, the effect of which could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have not obtained or have applied for all environmental, health and safety are not required to obtain any permits, licenseslicenses or similar authorizations other than certificates of occupancy and building permits and other authorizations that have been obtained to construct, variancesoccupy, approvals and authorizations (collectivelyoperate or use any buildings, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsimprovements, fixtures, and all such equipment forming a part of any real property owned or leased by the Borrower or any Subsidiary of the Borrower by reason of any Applicable Environmental Permits are effective orLaws, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in to the aggregate, extent that the failure to so obtain could not reasonably be expected to have a Material Adverse Effect Effect. The Borrower and its Subsidiaries undertook, at the time of acquisition of fee title to any real property, reasonable inquiry into the previous ownership and uses of such real property consistent with good commercial or customary practice. The Borrower and its Subsidiaries have taken reasonable steps to determine, and the Borrower and its Subsidiaries have no current actual knowledge, that any hazardous substances or solid wastes have been disposed of or otherwise released (i) on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on to the part of Brekford real property fee title to which is owned by the Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor or (ii) by Borrower or any of its Subsidiaries has knowledge of matters on or conditions that would preclude reissuance to any real property leased by Borrower or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with all within the meaning of the Applicable Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit effect of which could reasonably be expected to result in have a Material Adverse Effect. To the incurrence of a material cost extent required to do so by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Applicable Environmental Laws, the Borrower and its Subsidiaries have disposed of all hazardous substances and solid wastes (if any), all within the meaning of the Applicable Environmental ClaimsLaws, or Releases of Hazardous Materials. For purposes of this Section 4.13:generated in their respective businesses in compliance with all Applicable Environmental Laws, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. No substance deemed hazardous by any Applicable Environmental Matters. Except as set forth Law, has been placed (i) on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford real property fee title to which is now owned by the Borrower or any of its Restricted Subsidiaries is or (ii) by Borrower or any of its Restricted Subsidiaries on any real property leased by the Borrower or any of its Restricted Subsidiaries, in either case in a manner which does not in compliance comply with applicable Applicable Environmental Laws, except for such non-compliance which, individually or in to the aggregate, could extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. The Borrower and each its Restricted Subsidiaries are not in violation of or subject to any existing, pending or, to the best knowledge of the Borrower's Senior Officers, threatened investigation or inquiry by any Tribunal or to any remedial obligations under any Applicable Environmental Laws, the effect of which would reasonably be expected to have a Material Adverse Effect. The Borrower and its Restricted Subsidiaries have obtained or have applied for all environmental, health and safety not failed to obtain any permits, licenses, variances, approvals and licenses or similar authorizations (collectivelyother than certificates of occupancy and building permits and other authorizations required to construct, the “Environmental Permits”) necessary for the construction of their facilities occupy, operate or the conduct of their operationsuse any buildings, improvements, fixtures, and all such equipment forming a part of any real property owned or leased by the Borrower or any Restricted Subsidiary of the Borrower) that are required by any Applicable Environmental Permits are effective orLaws, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in to the aggregate, could extent that the failure to so obtain would not reasonably be expected to have a Material Adverse Effect Effect. No hazardous substances or solid wastes have been disposed of or otherwise released (i) on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on to the part of Brekford real property fee title to which is owned by the Borrower or any of its Restricted Subsidiaries with such Environmental Permits. Neither Brekford nor or (ii) by Borrower or any of its Restricted Subsidiaries has knowledge of matters on or conditions that would preclude reissuance to any real property leased by Borrower or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Restricted Subsidiaries, where such action is necessary to maintain material compliance with all within the meaning of the Applicable Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit effect of which could would reasonably be expected to result in the incurrence of have a material cost by Brekford or any of its SubsidiariesMaterial Adverse Effect. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (ai) Brekford Each Obligor and its Property comply in all respects, and the businesses, activities and operations of each Obligor and the use of its Subsidiaries are and have been Property comply in compliance all respects, with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, Environmental Permits and Environmental Orders except for such non-compliance which, individually or in to the aggregate, could extent failure to comply would not reasonably be expected to have a Material Adverse Effect on BrekfordEffect; further, the Principal Borrower does not have Knowledge of any facts which result in, or constitute, or are likely to give rise to, non-compliance with any Environmental Laws, Environmental Permits or Environmental Orders, which facts or non-compliance would reasonably be expected to result in a Material Adverse Effect. (bii) Brekford and each of Each Obligor has obtained all Environmental Permits which are then required in relation to its Subsidiaries have obtained Property or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction in respect of their facilities or the conduct of their operationsrespective businesses, activities, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits operations except for such non-compliance which, individually or in to the aggregate, could extent failure to do so would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with Effect; all such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that Permits are valid and in full force and effect, and no violations thereof have occurred which are continuing and which would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in have a Material Adverse Effect; no proceedings are pending and, to the incurrence Knowledge of a material cost the Principal Borrower, no proceedings are being taken by Brekford any Governmental Authority to remove or invalidate any of its Subsidiariesthe Environmental Permits, the removal or invalidation of which would reasonably be expected to have a Material Adverse Effect; and there is no reasonable reason to believe that any Environmental Permits required to be obtained after the date hereof will not be issued pursuant to applications made for such Environmental Permits if the failure to have such Environmental Permit would reasonably be expected to have a Material Adverse Effect. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against The businesses, activities and operations of each Obligor which have generated, manufactured, refined, treated, transported, stored, handled, disposed, transferred, produced or associated processed Hazardous Materials have done so in compliance in all respects with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously ownedall Environmental Laws, leased or operatedEnvironmental Permits and Environmental Orders, in whole or in partexcept to the extent such failure to so comply would not reasonably be expected to have a Material Adverse Effect. (eiv) There All contaminants and other Hazardous Materials owned or controlled by an Obligor and disposed of, treated or stored on or in relation to their Property have been no Releases (as defined below) or are in the process of any Hazardous being disposed of, treated and stored in compliance in all respects with all Environmental Laws, Environmental Permits and Environmental Orders, except to the extent such failure to so comply would not reasonably be expected to have a Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawAdverse Effect. (fv) With respect No Obligor has received written notice of any material non-compliance under any Environmental Laws, Environmental Permits or Environmental Orders, nor has Knowledge of any facts which could give rise to any predecessor notice of Brekford non-compliance with any Environmental Laws, Environmental Permits and Environmental Orders, which facts or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatenednon-compliance would have a Material Adverse Effect, or except as previously disclosed to the Agent in writing, any notice that an Obligor is a potentially responsible party for a federal, provincial, regional, municipal or local clean-up or corrective action in connection with their Property which, if not complied with, would reasonably be expected to have a Material Adverse Effect. (vi) To the Knowledge of the Principal Borrower, each Obligor has maintained all environmental and operating documents and records in the manner and for the time periods required to comply in all respects with all Environmental Laws, Environmental Permits and Environmental Orders, except where failure to do so would not reasonably be expected to have a Material Adverse Effect. (vii) Each Obligor has in effect a management structure and policies and procedures that will permit such Obligor to effectively manage environmental risk and respond in a timely manner in compliance with the Environmental Laws, Environmental Orders and Environmental Permits in the event of Release of Hazardous Materials that would be reasonably likely to form the basis in, on or under Property of any Environmental Claim against Brekford or any of its Subsidiariessuch Obligor. (gviii) Brekford has disclosed to the Company Each Obligor is in compliance in all material facts which Brekford reasonably believes form respects with the basis of a material current or future cost relating NEB’s Reasons for Decision MH-001-2013 dealing with the Obligors’ requirement to any environmental matter affecting Brekford establish and each of its Subsidiariesmaintain pipeline abandonment trust funds. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (ai) Brekford Each of Cinergy, its subsidiaries and each of its Subsidiaries are the Cinergy Joint Ventures has been and have been is in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Lawshereinafter defined), except for where the failure to be in such non-compliance whichcompliance, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect material adverse effect on BrekfordCinergy. (bii) Brekford Each of Cinergy, its subsidiaries and each of its Subsidiaries have the Cinergy Joint Ventures has obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations environmental Permits (collectively, the “"Environmental Permits”") necessary for the construction of their facilities or and the conduct of their operationsoperations as of the date of this Agreement, as applicable, and all such Environmental Permits are effective in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford Cinergy, its subsidiaries and each of its Subsidiaries the Cinergy Joint Ventures are in compliance with all terms and conditions of the Environmental Permits, except where the failure to obtain such Environmental Permits, of such Permits except for to be in good standing or, where applicable, of a renewal application to have been timely filed and be pending or to be in such non-compliance whichcompliance, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect material adverse effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsCinergy. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (diii) There is no Environmental Claim (as defined belowhereinafter defined) pending or, to Brekford’s knowledge, threatened pending: (iA) against Brekford Cinergy or any of its Subsidiariessubsidiaries or any of the Cinergy Joint Ventures; (B) to the knowledge of Cinergy, (ii) against any person or entity whose liability for any such Environmental Claim Brekford or any of its Subsidiaries has or may have been retained or assumed either contractually or by operation of law, law by Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures; or (iiiC) against or associated with any real or personal property or operations which Brekford that Cinergy or any of its Subsidiaries currently subsidiaries or previously ownedany of the Cinergy Joint Ventures owns, leased leases or operatedmanages, in whole or in part, or, to the knowledge of Cinergy, formerly owned, leased or managed, in whole or in part, except in the case of clause (A), (B) or (C) for such Environmental Claims that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy. (eiv) There To the knowledge of Cinergy, there have not been no any Releases (as defined belowhereinafter defined) of any Hazardous Material (as defined belowhereinafter defined) that would be reasonably likely to form the basis of any Environmental Claim against Brekford Cinergy or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford subsidiaries or any of its Subsidiaries has the Cinergy Joint Ventures, in each case, except for such Releases that, individually or may in the aggregate, have retained or assumed either contractually or by operation of lawnot had and could not reasonably be expected to have a material adverse effect on Cinergy. (fv) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were As used in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:3.01(n) and in Section 3.02(n):

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and 4.16, neither Brekford the Parent Borrower nor any of its Restricted Subsidiaries has received is subject to any outstanding written order, consent decree or oral communication from settlement agreement with any person or governmental authority that alleges that Brekford Person relating to any Environmental Law, any Environmental Claim or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance whichHazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Parent Borrower and its subsidiaries, neither the Parent Borrower 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. § 9604) or any comparable state law that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There are and, to each of the Parent Borrower’s and its subsidiaries’ knowledge, have been no conditions, occurrences or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Parent Borrower or any of its subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each Effect, neither the Parent Borrower nor any of its Subsidiaries have obtained subsidiaries has filed any notice under any Environmental Law indicating past or have applied for all environmentalpresent treatment of Hazardous Materials at any facility, health and safety permitsnone of the Parent Borrower’s or any of its Restricted Subsidiaries’ operations involves the treatment, licenses, variances, approvals and authorizations storage or disposal (collectively, the “Environmental PermitsTSD”) necessary for the construction of their facilities hazardous waste, such as could subject it to regulation as a TSD facility as defined under 40 C.F.R. Parts 260-270 or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance whichany state equivalent. Except as, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no Effect, both the Parent Borrower and the Restricted Subsidiaries are, and for the past or present eventstwo years have been, conditionsin compliance with all Environmental Laws, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or preventand to the knowledge of the Parent Borrower and each of its subsidiaries, future continued compliance on with all requirements pursuant to or under Environmental Laws would not be reasonably expected to have, individually or in the part aggregate, a Material Adverse Effect. To the knowledge of Brekford the Parent Borrower and each of its subsidiaries, no event or condition has occurred or is occurring with respect to the Parent Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, subsidiaries relating to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending orLaw, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford Hazardous Materials Activity which individually or in the aggregate has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are nowhad, or were in the pastwould reasonably be expected to have, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real propertya Material Adverse Effect. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Diacrin and each of its Subsidiaries the Diacrin Subsidiary are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance any violations of any Environmental Law which, individually singly or in the aggregate, could have not had, and are not reasonably be expected likely to have a Material Adverse Effect on BrekfordDiacrin. Neither Diacrin nor the Diacrin Subsidiary has received any communication alleging that Diacrin or the Diacrin Subsidiary is not in such compliance and, to the knowledge of Diacrin, there are no present circumstances that would prevent or interfere with the continuation of such compliance, including with respect to any off-site disposal location presently or formerly used by Diacrin or the Diacrin Subsidiary or any of its predecessors, or with respect to any previously owned or operated facilities. Any past non-compliance with Environmental Laws has been resolved without any pending, on-going or future obligation, cost or liability, except such past non-compliance that could not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect on Diacrin. (b) Brekford and each None of its Subsidiaries have obtained the properties owned, leased or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities operated by Diacrin or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application Diacrin Subsidiary has been timely filed and or is pending agency approvalin violation of or liable under any Environmental Law, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance any violations or liabilities which, individually singly or in the aggregate, could have not had, and are not reasonably be expected likely to have a Material Adverse Effect on BrekfordDiacrin. There are no past None of the properties previously or present eventscurrently owned, conditions, circumstances, activities, practices, incidents, actions leased or plans that may materially interfere withoperated by Diacrin or the Diacrin Subsidiary is listed or proposed for listing, or preventadjoins any other property that is listed or proposed for listing, future continued compliance on the part of Brekford National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters analogous federal, state or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Lawslocal list. (c) To Brekford’s knowledgethe knowledge of Diacrin, there is are no requirement to be imposed in the future by any Environmental Law past or Environmental Permit which present actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim or other claim or action or investigation by any Governmental Entity that could result in the imposition of any liability arising under any Environmental Law against Brekford Diacrin or any of its Subsidiaries, the Diacrin Subsidiary or against any person or entity whose liability for any Environmental Claim Brekford Diacrin or any of its Subsidiaries the Diacrin Subsidiary has or may have retained or assumed either contractually or by operation of law. (fd) With respect to any predecessor of Brekford All material environmental assessment or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, audit reports or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford other similar environmental studies or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost analyses relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by BrekfordDiacrin or the Diacrin Subsidiary are listed in Section 2.14(d) of the Diacrin Disclosure Letter, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford Diacrin has delivered, or caused made available to be delivered, to the Company GenVec true and complete copies of all written environmental audit such reports, written site assessments performed by environmental professionals, asbestos surveys, written claims studies and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:analyses.

Environmental Matters. Environmental Matters. (a) Except as set forth on Schedule 4.13 hereto: (a) Brekford and in Section 3.15 of the Inprise Disclosure Letter, each of Inprise and its Subsidiaries has obtained all licenses, permits, authorizations, approvals and consents from Governmental or Regulatory Authorities which are and have been in compliance with all required under any applicable Environmental Laws Law (as defined below) and neither Brekford nor any in respect of its Subsidiaries has received any written business or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable operations ("Environmental LawsPermits"), except for such non-failures to have Environmental Permits which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Inprise and its Subsidiaries taken as a whole. Each of such Environmental Permits is in full force and effect and each of Inprise and its Subsidiaries is in compliance with the terms and conditions of all such Environmental Permits and with any applicable Environmental Law, except for such failures to be in compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect material adverse effect on BrekfordInprise and its Subsidiaries taken as a whole. (b) Brekford and each To the knowledge of its Subsidiaries have obtained Inprise, no site or have applied for all environmentalfacility now or previously owned, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities operated or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford leased by Inprise or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters is listed or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability proposed for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed listing on the National Priorities List of Superfund Sites (the “NPL”), promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Information System Act of 1980, as amended, and the rules and regulations thereunder (“CERCLIS”"CERCLA"), or on any other comparable similar state or local environmental database, including those that are triggered by sales list of sites requiring investigation or transfers of businesses or real propertyclean-up. (ic) Brekford has deliveredNo Liens have arisen under or pursuant to any Environmental Law on any site or facility owned, operated or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed leased by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford Inprise or any of its Subsidiaries, other than any such real property not individually or in the aggregate material to Inprise and its Subsidiaries taken as a whole, and no action of any Governmental or Regulatory Authority has been taken or, to the knowledge of Inprise, is in process which could subject any of such properties to such Liens, and neither Inprise nor any of its Subsidiaries would be required to place any notice or restriction relating to the presence of Hazardous Materials at any such site or facility owned by it in any deed to the real property on which such site or facility is located. (d) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, or which are in the possession or control of Brekford of. Inprise or any of its SubsidiariesSubsidiaries in relation to any site or facility now or previously owned, related operated or leased by Inprise or any of its Subsidiaries which have not been delivered to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes Corel prior to the execution of this Agreement. (e) As used herein in this Section 4.133.15 and in Section 4.15:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and The Subject SU Operations have been conducted, since June 1, 2013, in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in where the aggregate, could failure to so conduct the Subject SU Operations would not reasonably be expected to have a an SU Material Adverse Effect on BrekfordEffect. (b) Brekford and each As of its Subsidiaries have obtained or have applied for all environmentalthe date hereof, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsSU holds, and as of the Closing SU AssetCo will hold, all such Environmental Permits necessary to conduct the Subject SU Operations as they are effective orcurrently conducted, except where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of the failure to hold such Environmental Permits except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a an SU Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledgeExcept as do not affect the SU Assets or the Subject SU Operations in any material respect and for which Oncor would not be subject to any material liability from acquiring the SU Package as a result of the SU Merger, there is since June 1, 2013, no requirement written notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been issued to be imposed in the future by or filed against any SU Entity relating to any alleged material failure to comply with any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit which could Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material liability on the part of any SU Entity. (d) Since June 1, 2013, no SU Entity has generated, treated, stored or disposed of (or arranged for the generation, treatment, storage, or disposal of), and no SU Entity has Released, Hazardous Materials in a manner that would reasonably be expected to result in material environmental liability on the incurrence part of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partOncor following the Closing. (e) There have been no Releases (as defined below) To the Knowledge of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”)SU, the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has deliveredSU Entities have made available, or caused to be deliveredmade available, to the Company Oncor copies of all written environmental audit reportsreports or assessments prepared since June 1, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which 2013 that are in the possession or control of Brekford or any of its Subsidiaries, related SU Entity with respect to compliance by any SU Entity with Environmental Laws, Environmental Claimsthe environmental condition of any SU Assets, or Releases any environmental liability of any SU Entity related to the SU Assets or the Subject SU Operations. (f) Since July 13, 2010, the SU Entities have not assumed any material environmental liabilities of another Person that are included in the SU Liabilities. (g) The representations and warranties set forth in this Section 5.11 are the sole and exclusive representations and warranties of the SU Entities with respect to matters relating to Environmental Laws or Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford disclosed in writing to the Agent prior to the date hereof, the Company and each its Subsidiaries, and the plants and sites of its Subsidiaries are and each, have been in compliance complied with all applicable Applicable Environmental Laws (as defined below) and Laws, except, in any such case, where such failure to so comply would not result in a Material Adverse Change. Without limiting the generality of the preceding sentence, neither Brekford the Company nor any of its Subsidiaries has received notice of or has actual knowledge of any written actual or oral communication from claimed or asserted failure so to comply with Applicable Environmental Laws or of any person other Environmental Claim which alone or governmental authority that alleges that Brekford together with all other such failures or Environmental Claims is material and would result in a Material Adverse Change. Except as disclosed in writing to the Agent prior to the date hereof, neither the Company nor any of its Subsidiaries is not nor their plants or other sites manage, generate or dispose of, or during their respective period of use, ownership, occupancy or operation by the Company or its Subsidiaries have managed, generated, released or disposed of, any hazardous wastes, solid wastes, petroleum substances, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used or defined in compliance with applicable the Applicable Environmental Laws, except for such non-compliance which, individually in material violation of or in a manner which would result in liability under the aggregateApplicable Environmental Laws or any other applicable Legal Requirement, could or in a manner which would result in an Environmental Claim except where such noncompliance or liability or Environmental Claim would not reasonably be expected to have result in a Material Adverse Effect on Brekford. Change. The representation and warranty contained in this SECTION 8.13 is based in its entirety upon (ba) Brekford current interpretations and each enforcement policies that have been publicly disseminated and are used by Governmental Authorities charged with the enforcement of its Subsidiaries have obtained the Applicable Environmental Laws or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, which apply to the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford Company or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor respect to any property or sites in a particular jurisdiction and (b) current levels of its Subsidiaries has publicly disseminated scientific knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permitconcerning the detection of, including amendment of such instrumentand the health and environmental risks associated with the discharge of, substances and pollutants regulated pursuant to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with the Applicable Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. (a) Except as set forth on Schedule 4.13 hereto: in the Form 10 or Section 3.15 of the Disclosure Schedule, the Company and the Company Subsidiaries hold, and are in compliance with, all material permits, licenses and government authorizations required for the Company and the Company Subsidiaries to conduct their respective businesses under any U.S. federal and state or foreign statutes and regulations relating to pollution or protection of human health or the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and similar state laws (a) Brekford "Environmental Laws"), and each of its the Company and the Company Subsidiaries are and have been otherwise in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-where the failure to be in compliance which, individually or in the aggregate, could would not be reasonably be expected likely to have a Company Material Adverse Effect on BrekfordEffect. (b) Brekford and each Except as set forth in the Form 10 or Section 3.15 of its Subsidiaries have obtained the Disclosure Schedule, none of the Company or have applied for all environmentalany Company Subsidiary has been notified that it is a potentially responsible party under the Comprehensive Environmental Response, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsCompensation, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and Liability Act or any similar state or foreign law with respect to any on-site or off-site location for which liability is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not currently being asserted which is reasonably be expected likely to have a Company Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledge, there is no requirement to be imposed Except as set forth in the future by Form 10 or Section 3.15 of the Disclosure Schedule, none of the Company or any Company Subsidiary is subject to any Order relating to compliance with any Environmental Law or to investigation or cleanup of substances regulated under any Environmental Permit Law as hazardous which could is reasonably be expected likely to result in the incurrence of have a material cost by Brekford or any of its SubsidiariesCompany Material Adverse Effect. (d) There is Except as set forth in the Form 10 or Section 3.15 of the Disclosure Schedule, no substances regulated under Environmental Claim (as defined below) pending orLaws have been released, spilled, leaked, discharged, disposed of, pumped, poured emitted, emptied, injected, leached, dumped or allowed to Brekford’s knowledgeescape at any property now or formerly owned, threatened (i) against Brekford operated or leased by the Company or the Company Subsidiaries or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may former Company subsidiaries which is reasonably likely to have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in parta Company Material Adverse Effect. (e) There have been no Releases (as defined below) Seller has provided Buyer copies of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford all material environmental inspections, investigations, studies, audits, tests, reviews or any of its Subsidiaries, other analyses in Seller's possession or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect control conducted in relation to any predecessor of Brekford property now or any of its Subsidiariespreviously owned, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, operated or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to leased by the Company all material facts which Brekford reasonably believes form or the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Company Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real propertyformer Company subsidiaries. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. (a) Except as set forth on in Schedule 4.13 hereto: 5.13, as of the Closing Date: (ai) Brekford the Real Estate is free of contamination from any Hazardous Material except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Real Estate and each that could not reasonably be expected to result in Environmental Liabilities of Holdings or its Subsidiaries in excess of $500,000 in the aggregate; (ii) neither Holdings nor any Subsidiary of Holdings has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate; (iii) Holdings and its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, noncompliance that could not reasonably be expected to have a Material Adverse Effect on Brekford. result in Environmental Liabilities of Holdings or its Subsidiaries in excess of $500,000 in the aggregate; (biv) Brekford Holdings and each of its Subsidiaries have obtained or have applied for obtained, and are in compliance with, all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary Permits required by Environmental Laws for the construction operations of their facilities respective businesses as presently conducted or as proposed to be conducted, except where the conduct failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of their operationsHoldings or its Subsidiaries in excess of $500,000 in the aggregate, and all such Environmental Permits are effective orvalid, where applicableuncontested and in good standing; (v) neither Holdings nor any Subsidiary of Holdings is involved in operations or knows of any facts, a renewal application has been timely filed and is pending agency approvalcircumstances or conditions, and Brekford and each including any Releases of its Subsidiaries Hazardous Materials, that are likely to result in compliance with all terms and conditions any Environmental Liabilities of such Environmental Permits except for such non-compliance which, individually Holdings or any Subsidiary of Holdings which could reasonably be expected to be in excess of $500,000 in the aggregate, could not reasonably be expected and neither Holdings nor any Subsidiary of Holdings has permitted any current or former tenant or occupant of the Real Estate to have engage in any such operations; (vi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by, Holdings or any Subsidiary of Holdings; (vii) no notice has been received by Holdings or any Subsidiary of Holdings identifying any of them as a Material Adverse Effect on Brekford. There “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of any Responsible Officer of any the Credit Parties, there are no past or present eventsfacts, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters circumstances or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of Holdings or its Subsidiaries being identified as a “potentially responsible party” under CERCLA or analogous state statutes; and (viii) Holdings and its Subsidiaries have provided to Agent copies of all environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to any of Holdings or its Subsidiaries to the extent the foregoing are in the possession, custody or control of Holdings or its Subsidiaries. (db) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened Holdings and Borrower each hereby acknowledges and agrees that Agent (i) against Brekford or is not now, and has not ever been, in control of any of the Real Estate or affairs of Holdings or its Subsidiaries, Subsidiaries and (ii) against any person whose liability for any Environmental Claim Brekford does not have the capacity through the provisions of the Loan Documents or any of its Subsidiaries has otherwise to influence Holding’s or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents ’ conduct with respect to Brekford the ownership, operation or management of any of its Subsidiaries, which are in the possession their Real Estate or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Laws or Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Permits.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoin Section 3.21 of the Disclosure Schedules: (a) Brekford and each of its Subsidiaries are and have been Velagio is in material compliance with the Environmental Laws, which compliance includes the possession by Velagio of all applicable Environmental Laws (as defined below) material Permits and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with authorizations required under applicable Environmental Laws, and compliance in all material respects with the terms and conditions thereof, except for in each case where such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all Effect. Velagio has not received any written communication from a Governmental Authority that alleges that it is not in such Environmental Permits are effective or, material compliance except where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on Brekford. Effect. (b) There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental PermitClaims, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) claims based on "ARRANGER LIABILITY," pending or, to Brekford’s knowledgethe Knowledge of Velagio, threatened (i) against Brekford Velagio or any to the Knowledge of its SubsidiariesVelagio, (ii) pending or threatened against any person Person or entity whose liability for any Environmental Claim Brekford or any Velagio has to the Knowledge of its Subsidiaries has or may have Velagio retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partexcept for such Environmental Claims that would not reasonably be expected to have a Material Adverse Effect. (ec) There have been To the Knowledge of Velagio, there are no Releases (as defined below) past or present actions, inactions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of any Hazardous Material (as defined below) of Environmental Concern, that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, Velagio or against any person Person whose liability for any Environmental Claim Brekford or any of its Subsidiaries Velagio has or may have retained or assumed either contractually or by operation of law, except for such Environmental Claims that would not reasonably be expected to have a Material Adverse Effect. (fd) With respect Velagio is in compliance in all material respects with Environmental Laws as they relate to (i) any predecessor on-site or off-site locations where to Velagio's Knowledge, Velagio has 18 - AGREEMENT AND PLAN TO MERGER stored, disposed or arranged for the disposal of Brekford Materials of Environmental Concern for itself (but not on behalf of others) or (ii) any underground storage tanks located on property owned or leased by Velagio of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiarieswhich Velagio has Knowledge. (ge) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13Agreement:

Environmental Matters. Environmental Matters. Except as set forth for those items described on Schedule 4.13 hereto6.1.14, none of which items, individually or collectively, could be reasonably expected to result in a Material Adverse Change: (ai) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford Neither the Borrower nor any of its Subsidiaries has received any written Environmental Complaint, whether directed or oral communication from any person issued to the Borrower or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected relating or pertaining to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future activities undertaken by any Environmental Law prior owner, operator or Environmental Permit occupant of the Real Property, which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesMaterial Adverse Change, and has no reason to believe that it might receive an Environmental Complaint that could reasonably be expected to result in a Material Adverse Change. (dii) No activity of the Borrower or its Subsidiaries at the Real Property is being conducted in violation of any Environmental Law or Required Environmental Permit, which such activity could reasonably be expected to result in a Material Adverse Change, and to the knowledge of the Borrower or its Subsidiaries, no activity of any prior owner, operator or occupant of the Real Property has caused an on-going violation of any Environmental Law, which such activity could reasonably be expected to result in a Material Adverse Change. (iii) There is are no Environmental Claim (as defined below) pending Regulated Substances present on, in, under, or emanating from, or, to Brekford’s the Borrower's or its Subsidiaries' knowledge, threatened (i) against Brekford emanating to, the Real Property or any portion thereof which result in Contamination, which such Contamination could reasonably be expected to result in a Material Adverse Change. (iv) The Borrower and its Subsidiaries have all Required Environmental Permits, the absence of which could reasonably be expected to result in a Material Adverse Change, and all such Required Environmental Permits are in full force and effect. (v) The Borrower and its Subsidiaries have submitted to an Official Body and/or maintains, as appropriate, all Required Environmental Notices where the failure to submit and/or maintain such Required Environmental Notices could reasonably be expected to result in a Material Adverse Change. (vi) No structures, improvements, equipment, fixtures, impoundments, pits, lagoons or aboveground or underground storage tanks located on the Real Property contain or use, except in compliance with Environmental Laws and Required Environmental Permits, Regulated Substances or otherwise are operated or maintained except in compliance with Environmental Laws and Required Environmental Permits where such failure to contain, or the use of, Regulated Substances or the noncompliance with Environmental Laws or Required Environmental Permits, could reasonably be expected to result in a Material Adverse Change. To the knowledge of the Borrower and its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford no structures, improvements, equipment, fixtures, impoundments, pits, lagoons or any aboveground or underground storage tanks of its Subsidiaries has prior owners, operators or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None occupants of the properties currently Real Property contained or formerly ownedused, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were except in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Regulated Substances or otherwise were operated or maintained by any such prior owner, operator or occupant except in compliance with Environmental ClaimsLaws where such failure to contain, or Releases the use of, Regulated Substances or the noncompliance with Environmental Laws or Required Environmental Permits, could reasonably be expected to result in a Material Adverse Change. (vii) To the knowledge of Hazardous Materials. For purposes the Borrower or its Subsidiaries, no facility or site to which the Borrower and its Subsidiaries have, either directly or indirectly by a third party, sent Regulated Substances for storage, treatment, disposal or other management is identified in writing or proposed in writing to be identified on any list of this Section 4.13:contaminated properties or other properties which pursuant to Environmental Laws are the subject of an investigation, cleanup, removal, remediation or other response action by an Official Body where such investigation, cleanup, removal, remediation or other response by an Official Body could reasonably be expected to result in a Material Adverse Change. (viii) No portion of the Real Property is identified in writing or, to the knowledge of the Borrower or its Subsidiaries, proposed to be identified in writing on any list of contaminated properties or other properties which pursuant to Environmental Laws are the subject of an investigation or remediation action by an Official Body where such investigation or remediation action by an Official Body could reasonably be expected to result in a Material Adverse Change, nor to the knowledge of the Borrower or any such Subsidiary, is any property adjoining or in the proximity of the Real Property so identified or proposed to be identified on any such list where such identification or proposed identification would result in an investigation or remediation action by an Official Body that could reasonably be expected to result in a Material Adverse Change. (ix) No portion of the Real Property constitutes an Environmentally Sensitive Area where the inclusion of such portion of the Real Property constituting an Environmentally Sensitive Area could reasonably be expected to result in a Material Adverse Change. (x) No lien or other encumbrance authorized by Environmental Laws exists against the Real Property and neither the Borrower nor its Subsidiaries has any reason to believe that such a lien or encumbrance may be imposed where such lien or encumbrance could reasonably be expected to result in a Material Adverse Change.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Borrower and each of its Subsidiaries are and have been is in compliance with all applicable Environmental Laws governing its business except to the extent that any such failure to comply (as defined belowtogether with any resulting penalties, fines or forfeitures) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries have obtained or have applied is in substantial compliance therewith, except for all environmentalsuch licenses, health and safety permits, licenses, variances, registrations or approvals and authorizations (collectively, the “Environmental Permits”) necessary for failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are in compliance with all terms and as of the Closing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any property adjacent to any such Real Property, which are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Permits Law, except for in each such non-compliance whichcase, such Environmental Claims or restrictions that individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere withstored on, or preventtransported to or from, future continued compliance on any Real Property of the part of Brekford Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of (ii) released on any such Environmental PermitReal Property, including amendment of such instrument, to Novume or one of its Subsidiaries, in each case where such action occurrence or event is necessary to maintain material not in compliance with Environmental Laws. (c) To Brekford’s knowledge, there Laws and is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawa Material Adverse Effect. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. (a) Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below3.11(a) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority for those matters that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on BrekfordEffect, (i) the Significant Subsidiary is in compliance with applicable Environmental Laws, (ii) the Significant Subsidiary has not Released any Hazardous Substances at any properties owned by it that are currently not in compliance with applicable Environmental Laws, (iii) the Significant Subsidiary has not received in the last two years any written notices of any violation of Environmental Laws relating to its operations or properties, and (iv) there are no Actions or investigations pending or threatened against the Significant Subsidiary relating to its non-compliance with or liability under, applicable Environmental Laws. (b) Brekford and each of its Subsidiaries have obtained or have applied for Except as set forth on Schedule 3.11(b), the Significant Subsidiary has all environmental, health and safety permits, licenses, variances, approvals and authorizations Permits required under applicable Environmental Laws (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsto own, lease, and all such Environmental Permits are effective oroperate its properties and assets and to conduct its business as currently conducted, except where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could failure to obtain the same would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledgeExcept as set forth on Schedule 3.11(c), there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could and except as would not reasonably be expected to result have a Material Adverse Effect, with respect to the Significant Subsidiary (i) each Environmental Permit is in full force and effect in accordance with its terms, (ii) no outstanding written notice of revocation, cancellation or termination of any Environmental Permit has been received by Seller or the incurrence Significant Subsidiary, (iii) there are no Actions pending or, to Seller’s Knowledge, threatened that seek the revocation, cancellation or termination of a material cost by Brekford or any of its SubsidiariesEnvironmental Permit, and (iv) the Significant Subsidiary is in compliance with all applicable Environmental Permits. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any This Section 3.11 constitutes the sole and exclusive representation and warranty of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any Seller regarding environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental databasematters, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of without limitation all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with matters arising under Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford Neither the Borrower nor any of its Subsidiaries Subsidiary has received any written or oral communication from --------------------- current actual knowledge that any person or governmental authority that alleges that Brekford substance deemed hazardous by any Applicable Environmental Law, has been installed (i) on any real property fee title to which is now owned by the Borrower or any of its Subsidiaries is or (ii) by Borrower or any of its Subsidiaries on any real property leased by the Borrower or any of its Subsidiaries, in either case in a manner which does not in compliance comply with applicable Applicable Environmental Laws, except for such non-compliance which, individually or in to the aggregate, extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. The Borrower and each its Subsidiaries are not in violation of or subject to any existing, pending or, to the best of the Borrower's knowledge, threatened investigation or inquiry by any Tribunal or to any remedial obligations under any Applicable Environmental Laws, the effect of which could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have not obtained or have applied for all environmental, health and safety are not required to obtain any permits, licenseslicenses or similar authorizations other than certificates of occupancy and building permits and other authorizations that have been obtained to construct, variancesoccupy, approvals and authorizations (collectivelyoperate or use any buildings, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationsimprovements, fixtures, and all such equipment forming a part of any real property owned or leased by the Borrower or any Subsidiary of the Borrower by reason of any Applicable Environmental Permits are effective orLaws, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in to the aggregate, extent that the failure to so obtain could not reasonably be expected to have a Material Adverse Effect Effect. The Borrower and its Subsidiaries undertook, at the time of acquisition of fee title to any real property, reasonable inquiry into the previous ownership and uses of such real property consistent with good commercial or customary practice. The Borrower and its Subsidiaries have taken reasonable steps to determine, and the Borrower and its Subsidiaries have no current actual knowledge, that any hazardous substances or solid wastes have been disposed of or otherwise released (i) on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on to the part of Brekford real property fee title to which is owned by the Borrower or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor or (ii) by Borrower or any of its Subsidiaries has knowledge of matters on or conditions that would preclude reissuance to any real property leased by Borrower or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with all within the meaning of the Applicable Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit effect of which could reasonably be expected to result in the incurrence of have a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of Material Adverse Effect. The Borrower and its Subsidiaries has or may have retained or assumed either contractually or by operation disposed of lawall hazardous substances and solid wastes (if any), or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form all within the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None meaning of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Applicable Environmental Laws, generated in their respective businesses in compliance with all Applicable Environmental ClaimsLaws, or Releases of Hazardous Materials. For purposes of this Section 4.13:except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Company and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws Laws, except to the extent that any such failure to comply (as defined belowtogether with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrowers and neither Brekford each of their Subsidiaries under any Environmental Law have been secured and the Borrowers and each of their Subsidiaries are in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Company or such Subsidiary is a party or that would affect the ability of the Company or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of any Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrowers or any of their Subsidiaries or on any property adjacent to any such Real Property, that are known by any such Borrower or as to which any Borrower or any such Subsidiary has received written or oral communication from any person or governmental authority notice, that alleges that Brekford could reasonably be expected: (i) to form the basis of an Environmental Claim against the Company or any of its Subsidiaries is not in compliance with applicable or any Real Property of the Company or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental LawsLaw, except for in each such non-compliance whichcase, such Environmental Claims or restrictions that individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Company or any of its Subsidiaries have obtained or have applied for all environmental(ii) released on any such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities in each case where such occurrence or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and event is pending agency approval, and Brekford and each of its Subsidiaries are not in compliance with all terms Environmental Laws and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not is reasonably be expected likely to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Each of the Borrowers and each of its their Subsidiaries are and have been is in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrowers and their Subsidiaries under any Environmental Law have been secured and the Borrowers and their Subsidiaries is in substantial compliance therewith, except for such non-compliance whichlicenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrowers nor any of their Subsidiaries have received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of any Borrower, threatened herein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrowers or any of their Subsidiaries or on any property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrowers or any of their Subsidiaries or any Real Property of the Borrowers or any of their Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of its Subsidiaries have obtained the Borrowers or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction any of their facilities Subsidiaries or the conduct of their operations(ii) released on any such Real Property, and all in each case where such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and occurrence or event is pending agency approval, and Brekford and each of its Subsidiaries are not in compliance with all terms Environmental Laws and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not is reasonably be expected likely to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Except as would not reasonably be expected to result in liability to the Seller with respect to the Aesthetic Business or any Subsidiary, neither the Seller with respect to the Aesthetics Business nor any Subsidiary has transported, stored, used, manufactured, released, recycled, labeled, disposed, sold, generated, or exposed its employees or any other person to, or distributed, manufactured, sold, transported or disposed of any product or waste containing any Hazardous Substance or product manufactured with ozone depleting substances, including without limitation, any required labeling, payment of waste fees and compliance with any product take-back or product content requirements (collectively, “Hazardous Substance Activities”) in material violation of any Applicable Law. (b) The Seller with respect to the Aesthetic Business and each Subsidiary have been and are in compliance in all material respects with all Applicable Laws which prohibit, regulate or control Hazardous Substances or any Hazardous Substance Activity (collectively, “Environmental Laws”). Neither the Seller with respect to the Aesthetic Business nor any Subsidiary has received any written notice that forms or could be reasonably expected to form the basis of any material claim, action, suit, order, proceeding, hearing or investigation with respect to Environmental Laws, Hazardous Substance or Hazardous Substance Activity. (c) The Seller with respect to the Aesthetic Business and its Subsidiaries are hold all permits, approvals, clearances, authorizations, licenses and registrations required pursuant to Environmental Laws (“Environmental Permits”), and have been and are in compliance with all applicable such Environmental Permits. No suspension or cancellation of any of the Environmental Permits is pending or threatened. (d) Except in compliance with Environmental Laws in a manner that could not reasonably be expected to subject the Seller or its Subsidiaries to any material liability, and except as reasonably necessary to conduct the Aesthetics Business, no Hazardous Substances are present on any Leased Real Property or on any other real property previously owned, operated, occupied, leased or controlled by the Seller with respect to the Aesthetic Business or any Subsidiary (“Former Real Property”) at the time it ceased to be owned, operated, occupied, leased or controlled by the Seller with respect to the Aesthetic Business or any Subsidiary. (e) Except as defined below) and would not reasonably be expected to result in material liability to the Seller with respect to the Aesthetic Business or its Subsidiaries, neither Brekford the Seller nor any of its Subsidiaries has received entered into any written agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or oral communication from indemnify any person or governmental authority that alleges that Brekford or other party with respect to liabilities arising out of any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities Laws or the conduct Hazardous Substance Activities of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance the Seller with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in respect to the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Aesthetic Business or any of its Subsidiaries. (df) There is The Seller with respect to the Aesthetic Business and its Subsidiaries are in compliance in all material respects with, and there are no Environmental Claim (as defined below) pending or, facts or circumstances likely to Brekford’s knowledge, threatened (i) against Brekford prevent or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford delay timely compliance by the Seller or any of its Subsidiaries has with the European Directive 2002/96/EC on waste electrical and electronic equipment or may have retained or assumed either contractually or by operation European Directive 2002/95/EC on the restriction of lawthe use of certain hazardous substances in electrical and electronic equipment, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries.and their respective implementing Laws; (g) Brekford has disclosed The Seller and its Subsidiaries have made available to Purchaser all environmental site assessments and audit reports in the Seller’s possession or control which relate to the Company all material facts which Brekford reasonably believes form the basis of a material current Leased Real Property or future cost relating to any environmental matter affecting Brekford and each of its SubsidiariesFormer Real Property. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or Notwithstanding any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, provision in this Agreement to the Company copies contrary, Section 2.23 contains the only representations and warranties of all written Parent and Seller regarding environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:matters.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Company and each of its Subsidiaries are and have been is in compliance with all applicable Environmental Laws governing its business except to the extent that any such failure to comply (as defined belowtogether with any resulting penalties, fines or forfeitures) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on Brekford. (b) Brekford Effect. All licenses, permits, registrations or approvals required for the business of the Company and each of its Subsidiaries, as conducted as of the Initial Borrowing Date, under any Environmental Law have been secured and the Company and each of its Subsidiaries have obtained or have applied is in substantial compliance therewith, except for all environmentalsuch licenses, health and safety permits, licenses, variances, registrations or approvals and authorizations (collectively, the “Environmental Permits”) necessary for failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Company or such Subsidiary is a party or which would affect the ability of the Company or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are in compliance with all terms and as of the Initial Borrowing Date no Environmental Claims pending or, to the best knowledge of the Company, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Company or any of its Subsidiaries or on any property adjacent to any such Real Property, which are known by the Company or as to which the Company or any such Subsidiary has received written notice, that could reasonably be expected (i) to form the basis of an Environmental Claim against the Company or any of its Subsidiaries or any Real Property of the Company or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Permits Law, except for in each such non-compliance whichcase, such Environmental Claims or restrictions that individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere withstored on, or preventtransported to or from, future continued compliance on any Real Property of the part of Brekford Company or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of (ii) released on any such Environmental PermitReal Property, including amendment of such instrument, to Novume or one of its Subsidiaries, in each case where such action occurrence or event is necessary to maintain material not in compliance with Environmental Laws. (c) To Brekford’s knowledge, there Laws and is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawa Material Adverse Effect. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (Except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Parent or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Parent or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Parent or any of its Subsidiaries or as a consequence of the acts of Parent, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Law. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Hazardous Materials Activities of Parent and its Subsidiaries prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have complied in all material respects with all covenants and conditions of any Environmental Permit which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of Parent, threatened, concerning or relating to any Environmental Permit or any Hazardous Materials Activity of Parent or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is aware of any fact or circumstance that could result in any Liability under an Environmental Law which would reasonably be expected to have a Parent Material Adverse Effect. Except as would not reasonably be expected to have a Parent Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmentalEffect, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application neither Parent nor any Subsidiary has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans entered into any Contract that may materially interfere withrequire it to guarantee, reimburse, pledge, defend, hold harmless or prevent, future continued compliance on the part indemnify any other party with respect to liabilities arising out of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence Hazardous Materials Activities of a material cost by Brekford Parent or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form Parent and the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed Subsidiaries have delivered to the Company or made available for inspection by the Company and its agents, representatives and employees all material facts which Brekford reasonably believes form the basis of a material current environmental site assessments and environmental audits in Parent’s possession or future cost relating to any environmental matter affecting Brekford control. Parent and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were have complied in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local all material respects with all environmental database, including those that are triggered disclosure obligations imposed by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents applicable law with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:transaction.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford The Borrower and each of its Subsidiaries are and have been is in compliance with all applicable Environmental Laws Laws, except to the extent that any such failure to comply (as defined belowtogether with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and neither Brekford its Subsidiaries under any Environmental Law have been secured and the Borrower and its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any written respect in noncompliance with, breach of or oral communication from default under any person applicable writ, order, judgment, injunction, or governmental authority decree to which the Borrower or such Subsidiary is a party or that alleges that Brekford would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of any Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries is not in compliance with applicable or on any property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental LawsClaim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except for in each such non-compliance whichcase, such Environmental Claims or restrictions that individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries have obtained or have applied for all environmental(ii) released on any such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities in each case where such occurrence or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and event is pending agency approval, and Brekford and each of its Subsidiaries are not in compliance with all terms Environmental Laws and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not is reasonably be expected likely to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford CTWS and each of its Subsidiaries are and have been CTWS Subsidiary is in compliance with all applicable Environmental Laws (except as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a CTWS Material Adverse Effect on BrekfordEffect, and neither CTWS nor any CTWS Subsidiary has received any written or, to the Knowledge of CTWS, oral notice alleging that CTWS or any CTWS Subsidiary is in material violation of, or has any material liability under, any Environmental Law. (b) Brekford CTWS and each of its Subsidiaries have obtained or have applied for CTWS Subsidiary possesses and is in material compliance with all environmental, health and safety permits, licenses, variances, approvals and authorizations material Permits required under Environmental Laws (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, its respective operations as presently conducted and all such Environmental Permits are effective orvalid and in good standing. (c) To the Knowledge of CTWS, where applicable, a renewal application has been timely filed and there is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such no basis for any material Environmental Permits to be amended, revoked, limited or otherwise conditioned, except for such non-compliance whichas would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a CTWS Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesEffect. (d) There is are no material Environmental Claim (as defined below) Claims pending or, to Brekford’s knowledgethe Knowledge of CTWS, threatened (i) against Brekford or affecting CTWS or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partCTWS Subsidiary. (e) There have To the Knowledge of CTWS, there has been no Releases (as defined below) Release of or exposure to any Hazardous Material (as defined below) Materials of Environmental Concern or, to the Knowledge of CTWS, other event, fact, incident, activity, circumstance or condition that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford CTWS or any of its SubsidiariesCTWS Subsidiary or result in any liability under Environmental Laws, except in each case as would not reasonably be expected to have, individually or against in the aggregate, a CTWS Material Adverse Effect. (f) Neither CTWS nor any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries CTWS Subsidiary has or may have retained or assumed assumed, either contractually or by operation of law. (f) With respect to Law, any predecessor of Brekford liabilities or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials obligations that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford CTWS or any of its SubsidiariesCTWS Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a CTWS Material Adverse Effect. (g) Brekford CTWS has disclosed provided or made available to the Company SJW all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford assessments, reports and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were studies prepared in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those last three years that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any CTWS and the CTWS Subsidiaries regarding matters pertaining to the environmental condition of its the business and properties of CTWS and the CTWS Subsidiaries, related to and their compliance (or noncompliance) with any Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford Borrower shall comply and shall cause each of its Subsidiaries are and have been each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written currently or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not hereafter in compliance with applicable Environmental Lawseffect, except for such non-compliance which, individually or in to the aggregate, extent noncompliance could not reasonably be expected to have a Material Adverse Effect on BrekfordEffect. (b) Brekford and each If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries have obtained Subsidiaries, or have applied for all environmentalReal Property adjacent to such Real Property, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present eventsEffect, conditionsthen Borrower agrees, circumstancesupon request from the Administrative Agent, activitiesto provide the Administrative Agent, practicesat the Borrower's expense, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any of its Subsidiaries has knowledge of matters Credit Party or conditions that would preclude reissuance Real Property owned or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action leased by them is necessary to maintain in material compliance with all applicable Environmental Laws. (c) To Brekford’s knowledgeBorrower shall, there is no requirement to be imposed in the future and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its SubsidiariesGovernmental Authority. (d) There is no Environmental Claim (as defined below) pending or, If the Borrower fails to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawtimely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, in its sole and absolute discretion, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (iiiincluding reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) against and all sums advanced or associated paid in connection with any real judicial or personal property administrative investigation or operations proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which Brekford or any of its Subsidiaries currently or previously ownedBorrower is responsible, leased or operated, resulting in whole or in part. (e) There have been no Releases (as defined below) the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as defined below) that would may be reasonably likely specified by the Administrative Agent if such Governmental Authority has commenced steps to form cause the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect Mortgaged Property to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, be sold pursuant to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”such Lien), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. either (i) Brekford has deliveredpay the claim and remove the Lien, or caused to be delivered(ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Company copies Administrative Agent and is sufficient to effect a complete discharge of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in such Lien on the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Mortgaged Property.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and The Subject NTX Operations have been conducted since June 1, 2014, and are in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental LawsPermits, except for such non-compliance which, individually or in where the aggregate, could failure to so conduct the Subject NTX Operations would not reasonably be expected to have a NTX Material Adverse Effect on BrekfordEffect. (b) Brekford and each of its Subsidiaries have obtained or have applied for The SU Entities hold all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such material Environmental Permits necessary to conduct the Subject NTX Operations as they are effective orcurrently conducted, except where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of the failure to hold such Environmental Permits except for such non-compliance which, individually or in the aggregate, could would not reasonably be expected to have a NTX Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental LawsEffect. (c) To Brekford’s knowledgeExcept as do not affect the NTX Assets or the Subject NTX Operations in any material respect and for which SDTS would not be subject to any material liability from acquiring the NTX Package as a result of the Merger, there is since June 1, 2014, no requirement written notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been issued to be imposed in the future by or filed against any SU Entity relating to any alleged failure to comply with or any Liability arising under any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit which could Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material Liability on the part of any SU Entity. (d) Since June 1, 2014, no SU Entity has generated, treated, stored or disposed of (or arranged for the generation, treatment, storage, or disposal of), and no SU Entity or SU Related Person has Released any Hazardous Materials in a manner that would reasonably be expected to result in material environmental Liability on the incurrence part of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in partSDTS following the Closing. (e) There have Since June 1, 2014, except as does not affect the NTX Assets, there has been no Releases (as defined below) Release by any SU Entity or SU Related Person in violation of any Hazardous Material (as defined below) or that would be reasonably likely to form the basis of could result in material liability under any Environmental Claim against Brekford Law or any of its Subsidiariesthat requires reporting, monitoring, investigation, or against any person whose liability for remediation pursuant to any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawLaw. (f) With respect to any predecessor To the Knowledge of Brekford or any of its SubsidiariesSU, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford SU has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has deliveredmade available, or caused to be deliveredmade available, to the Company SDTS and Oncor copies of all written material environmental audit reportsreports or assessments prepared since June 1, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which 2014 that are in the possession or control of Brekford or any of its Subsidiaries, related SU Entity with respect to compliance by any SU Entity with Environmental Laws, Environmental Claimsthe environmental condition of any NTX Assets, or Releases any environmental Liability of any SU Entity related to the NTX Assets or the Subject NTX Operations. (g) Since July 13, 2010, no SU Entity has assumed any material environmental liabilities of another Person that are included in the NTX Liabilities. (h) The representations and warranties set forth in this Section 4.11 are the sole and exclusive representations and warranties of SU with respect to matters relating to Environmental Laws or Hazardous Materials. For purposes of this Section 4.13:.

Environmental Matters. Environmental Matters. 3.27.1 Except as set forth on Schedule 4.13 hereto: (a) Brekford would not, singly or in the aggregate with all other such instances of non-compliance, have a PharMerica Material Adverse Effect, PharMerica and each of its Subsidiaries are are, and within the period of all applicable statutes of limitation have been been, in compliance with all applicable Environmental Laws (as defined belowhereinafter defined), which compliance includes, without limitation, the possession of all licenses, permits, registrations and other governmental authorizations (collectively, "Environmental Authorizations") required under all applicable Environmental Laws, and neither Brekford compliance with the terms and conditions thereof, and there are no circumstances of which PharMerica is aware which may materially prevent or interfere with such compliance in the future. To PharMerica's knowledge, all Environmental Authorizations currently held by PharMerica and its Subsidiaries pursuant to Environmental Laws are identified in Section 3.27.1 of the PharMerica Disclosure Statement and represent all Environmental Authorizations necessary for the conduct of the businesses of PharMerica and its Subsidiaries as currently conducted. Neither PharMerica nor any of its Subsidiaries has received been notified, or has any written reasonable basis to believe, that any such Environmental Authorizations will be modified, suspended or oral communication from revoked or cannot be renewed or otherwise maintained in the ordinary course of business. To PharMerica's knowledge, the execution and delivery of this Agreement and the consummation by PharMerica of the transactions contemplated hereby will not affect the validity or require the transfer of any person Environmental Authorizations, and will not require any notification, registration, reporting, filing, investigation or governmental authority that alleges that Brekford or remediation under any of its Subsidiaries is not in compliance with applicable Environmental Laws. 3.27.2 There are no Environmental Notices (as hereinafter defined) that, except for such non-compliance which, individually singularly or in the aggregate, reasonably could not reasonably be expected to have a PharMerica Material Adverse Effect on Brekford. (b) Brekford and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits except for such non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined belowi) pending or, to Brekford’s knowledgethe knowledge of PharMerica, threatened (i) against Brekford PharMerica or any of its Subsidiaries, (ii) to the knowledge of PharMerica, pending or threatened against any person or entity whose liability for such Environmental Notice could reasonably be expected to be imputed or attributed by law or contract to PharMerica or any of its Subsidiaries, (iii) that to the knowledge of PharMerica could subject PharMerica to any material risk of liability, loss or damages, or (iv) that to the knowledge of PharMerica could reasonably be expected to require any material investigation, removal or remedial or corrective action by PharMerica or any of its Subsidiaries. Since December 31, 1997 neither PharMerica nor any of its Subsidiaries has received any Environmental Claim Brekford Notice alleging that PharMerica or any of its Subsidiaries has is subject to liability under any Environmental Law or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford that PharMerica or any of its Subsidiaries currently is not in full compliance with all applicable Environmental Laws. 3.27.3 There is no civil, criminal or previously administrative action, suit, demand, claim, hearing, notice of violation, notice or demand letter or request for information or, to the knowledge of PharMerica, investigation pending or, to the knowledge of PharMerica, threatened under any Environmental Law (i) against PharMerica or any of its Subsidiaries, or (ii) to the knowledge of PharMerica against any person or entity in connection with which liability could reasonably be expected to be imputed or attributed by law or contract to PharMerica or any of its Subsidiaries, except, with respect to each of clauses (i) and (ii), for such demands, claims, notices of violation, notice or demand letters or requests for information which singly or in the aggregate could not reasonably be expected to have a PharMerica Material Adverse Effect. 3.27.4 To the knowledge of PharMerica, no property or facility presently or formerly owned, operated or leased by PharMerica or any of its present Subsidiaries, or to the knowledge of PharMerica any of its former Subsidiaries, or any of their respective predecessors in interest, is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), or on any comparable list established under any Environmental Law, nor has PharMerica or any of its Subsidiaries received any written notification of potential or actual liability or any request for information under CERCLA or any comparable foreign, state or local law. 3.27.5 Other than in material compliance with applicable Environmental Laws, there has been no disposal, spill, discharge or release of any Hazardous Materials (as hereinafter defined) generated, used, owned, stored or controlled by PharMerica, or, to the knowledge of PharMerica, any of its Subsidiaries or any of their respective predecessors in interest on, at or under any property presently or formerly owned, leased or operatedoperated by PharMerica, or, to the knowledge of PharMerica, its Subsidiaries, or any predecessors in whole interest, and to the knowledge of PharMerica there are no Hazardous Materials located in, at, on or under, or in part. the vicinity of, any such facility or property, or at any other location, that (ei) There have been no Releases could reasonably be expected to subject PharMerica to a material risk of liability, loss or damages, or result in PharMerica's incurring material costs under any Environmental Law, (as defined belowii) of any Hazardous Material (as defined below) that would could reasonably be reasonably likely expected to form the basis of any material Environmental Claim Notice against Brekford or with respect to PharMerica or any of its Subsidiaries, or against any person or entity whose liability for any Environmental Claim Brekford Notice could reasonably be expected to be imputed or attributed by law or contract to PharMerica or any of its Subsidiaries has or may have retained (iii) could reasonably be expected to require material investigation, removal or assumed either contractually remedial or corrective action by operation of law. (f) With respect to any predecessor of Brekford PharMerica or any of its Subsidiaries, that in any case singularly or in the aggregate reasonably could be expected to have a PharMerica Material Adverse Effect. 3.27.6 Other than in material compliance with applicable Environmental Laws, without in any way limiting the generality of the foregoing, to the knowledge of PharMerica (i) there are and have been no underground or aboveground storage tanks or other storage receptacles or related piping or other disposal areas containing Hazardous Materials located on, at or under property owned, operated or leased by PharMerica, any of its Subsidiaries or any of their respective predecessors in interest, (ii) there are and have been no polychlorinated biphenyls located on any properties owned, operated or leased by PharMerica or any of its Subsidiaries, and (iii) there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, asbestos contained in or any Release of Hazardous Materials that would be reasonably likely to form the basis forming part of any Environmental Claim against Brekford building, building component, structure or office space owned, operated or leased by PharMerica or any of its Subsidiaries. (g) Brekford 3.27.7 To the knowledge of PharMerica, no lien has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating been recorded under any Environmental Law with respect to any environmental matter affecting Brekford and each properties, assets or facilities owned, operated or leased by PharMerica or any of its Subsidiaries. (h) None 3.27.8 PharMerica has given Bergen and its authorized representatives access to all records and files in its possession or control relating to actual or potential compliance or liability issues of PharMerica or its Subsidiaries and any of their respective predecessors in interest under any Environmental Laws, including, without limitation, all reports, studies, analyses, tests or monitoring results pertaining to the properties existence of Hazardous Material or any other environmental concern relating to properties, assets or facilities currently or formerly owned, leased operated, managed, leased, used or operated controlled by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford PharMerica or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to otherwise concerning compliance with or liability under any Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. . 3.27.9 For purposes of this Section 4.13Agreement:

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws (as defined below) and neither Brekford nor any of its Subsidiaries has received any written or oral communication from any person or governmental authority for matters that alleges that Brekford or any of its Subsidiaries is would not in compliance with applicable Environmental Laws, except for such non-compliance whichreasonably be expected to have, individually or in the aggregate, could not reasonably be expected to have a Black Hills Material Adverse Effect on Brekford.Effect: (ba) Brekford Black Hills and each of its Subsidiaries have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been timely filed and is pending agency approval, and Brekford and each of its Black Hills Subsidiaries are in compliance with all terms Environmental Laws, and, except for matters that have been fully resolved, as of the date of this Agreement, neither Black Hills nor any Black Hills Subsidiary has received any written communication from a Governmental Entity or other Person that alleges that Black Hills or any Black Hills Subsidiary is in violation of or has liability under any Environmental Law or any Permit issued pursuant to Environmental Law (an “Environmental Permit”); (b) with respect to all Environmental Permits necessary to conduct the respective operations of Black Hills or the Black Hills Subsidiaries as currently conducted, (i) Black Hills and conditions each of the Black Hills Subsidiaries have obtained and are in compliance with, or have filed timely applications for, all such Environmental Permits, (ii) all such Environmental Permits except for such non-compliance whichare valid and in good standing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford (iii) neither Black Hills nor any of its Subsidiaries Black Hills Subsidiary has knowledge of matters received notice from any Governmental Entity seeking to modify, revoke or conditions that would preclude reissuance or transfer of terminate any such Environmental PermitPermits and (iv) no such Environmental Permits will be subject to modification, including amendment termination or revocation as a result of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws.the Transactions; (c) To Brekford’s knowledgethere are no Environmental Claims pending or, there is no requirement to be imposed the Knowledge of Black Hills, threatened in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford writing against Black Hills or any of its Subsidiaries.Black Hills Subsidiary that have not been fully and finally resolved; (d) There is there are and have been no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawReleases of, or (iii) against exposure to, any Hazardous Materials on, at, under or associated with from any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously formerly owned, leased or operated, in whole operated by Black Hills or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) Black Hills Subsidiary that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford Black Hills or any of its SubsidiariesBlack Hills Subsidiary, and there are no other facts, circumstances or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiariesconditions, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would reasonably be reasonably likely expected to form the basis of any Environmental Claim against Brekford Black Hills or any of its Subsidiaries.Black Hills Subsidiary; (ge) Brekford has disclosed to Black Hills and the Company all material facts which Brekford reasonably believes form Black Hills Subsidiaries have not transported or arranged for the basis transportation of a material current any Hazardous Materials generated by Black Hills or future cost relating any Black Hills Subsidiary to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, location which is listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”)under CERCLA, or on any other comparable similar state list, or which is the subject of federal, state or local environmental database, including those enforcement actions or other investigations that are triggered by sales would reasonably be expected to form the basis of any Environmental Claim against Black Hills or transfers of businesses or real property.any Black Hills Subsidiary; (if) Brekford neither Black Hills nor the Black Hills Subsidiaries has deliveredentered into or is subject to, any Judgment or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents requirement of or agreement with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or Governmental Entity under any of its Subsidiaries, related to compliance with Environmental Laws; and (g) neither Black Hills nor any Black Hills Subsidiary has assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation, arising under or relating to Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:Laws.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoBorrower, CP Limited and its Subsidiaries --------------------- shall: (a) Brekford Comply with, and each use all reasonable efforts to ensure compliance by all tenants and subtenants of the Projects or other Property of Borrower, CP Limited and its Subsidiaries are and have been in compliance with Subsidiaries, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use all reasonable efforts to ensure that all such tenants and subtenants obtain (as defined belowto the extent necessary) and neither Brekford nor comply with and maintain, any of its Subsidiaries has received any written and all licenses, approvals, notifications, registrations or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with permits required by applicable Environmental Laws, except for such non-compliance which, individually or in to the aggregate, extent that failure to do so could not be reasonably be expected to have a Material Adverse Effect on BrekfordEffect; provided that in no event shall the Borrower, CP Limited or its Subsidiaries be required to modify the terms of leases, or renewals thereof, with existing tenants (i) at Projects owned by the Borrower, CP Limited or its Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Borrower, CP Limited or its Subsidiaries as of the date of such acquisition, to add provisions to such effect. (b) Brekford Conduct and each of its Subsidiaries have obtained or have applied for complete all environmentalinvestigations, health studies, sampling and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationstesting, and all such Environmental Permits are effective orremedial, where applicableremoval and other actions with respect to the Projects and other Property of Borrower, a renewal application has been timely filed CP Limited and is pending agency approval, and Brekford and each of its Subsidiaries are required under Environmental Laws and promptly comply in compliance all material respects with all terms lawful orders and conditions directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such Environmental Permits except for such non-compliance which, individually or in the aggregate, proceedings could not be reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere withEffect, or prevent(ii) the Borrower or CP Limited has determined in good faith that contesting the same is not in the best interests of the Borrower, future continued compliance on the part of Brekford or any of CP Limited and its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, and the failure to Novume or one of its Subsidiaries, where such action is necessary contest the same could not be reasonably expected to maintain material compliance with Environmental Lawshave a Material Adverse Effect. (c) To Brekford’s knowledgeDefend, there is no requirement indemnify and hold harmless Bank, and its respective officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to be imposed in the future by violation of, noncompliance with or liability under any Environmental Law Laws applicable to the operations of the Borrower, CP Limited, its Subsidiaries or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Projects, or any orders, requirements or demands of its SubsidiariesGovernmental Authorities related thereto, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. This indemnity shall continue in full force and effect regardless of the termination of this Agreement. (d) There is no Environmental Claim (Prior to the acquisition of a new Project after the Agreement Execution Date, perform or cause to be performed an environmental investigation which investigation shall at a minimum comply with the specifications and procedures attached hereto as defined below) pending orExhibit E. In connection with any such --------- investigation, Borrower shall cause to be prepared a report of such investigation, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed made available to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating Bank upon reasonable request, for informational purposes and to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to assure compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:the specifications and procedures.

Environmental Matters. Environmental Matters. Except as set forth on Schedule 4.13 heretoThe Borrower shall, and shall cause the Parent and their respective Subsidiaries to: (a) Brekford Comply with, and each of its Subsidiaries are use all reasonable efforts to ensure compliance by all tenants and have been in compliance with subtenants, if any, with, all applicable Environmental Laws (as defined below) and neither Brekford nor obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any of its Subsidiaries has received any written and all licenses, approvals, notifications, registrations or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with permits required by applicable Environmental Laws, except for such non-compliance which, individually or in to the aggregate, extent that failure to do so could not be reasonably be expected to have a Material Adverse Effect on BrekfordEffect; provided that in no event shall the Parent, the Borrower or their respective Subsidiaries be required to modify the terms of leases, or renewals thereof, with existing tenants (i) at Projects owned by the Parent, the Borrower or their respective Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Parent, the Borrower or their respective Subsidiaries as of the date of such acquisition, to add provisions to such effect. (b) Brekford Conduct and each of its Subsidiaries have obtained or have applied for complete all environmentalinvestigations, health studies, sampling and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Permits”) necessary for the construction of their facilities or the conduct of their operationstesting, and all such remedial, removal and other actions required under Environmental Permits are effective or, where applicable, a renewal application has been timely filed Laws and is pending agency approval, and Brekford and each of its Subsidiaries are promptly comply in compliance all material respects with all terms lawful orders and conditions directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such Environmental Permits except for such non-compliance which, individually or in the aggregate, proceedings could not be reasonably be expected to have a Material Adverse Effect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere withEffect, or prevent(ii) the Borrower has determined in good faith that contesting the same is not in the best interests of the Parent, future continued compliance on the part of Brekford or any of its Borrower and their respective Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, and the failure to Novume or one of its Subsidiaries, where such action is necessary contest the same could not be reasonably expected to maintain material compliance with Environmental Lawshave a Material Adverse Effect. (c) To Brekford’s knowledgeDefend, there is no requirement indemnify and hold harmless Administrative Agent and each Lender, and its respective officers, directors, agents and representatives from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to be imposed in the future by violation of, noncompliance with or liability under any Environmental Law Laws applicable to the operations of the Parent, the Borrower, their respective Subsidiaries or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford Projects, or any orders, requirements or demands of its SubsidiariesGovernmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefore. This indemnity shall continue in full force and effect regardless of the termination of this Agreement. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed Prior to the Company all material facts which Brekford reasonably believes form the basis acquisition of a material current new Project after the Agreement Effective Date, perform or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused cause to be delivered, to the Company copies of all written performed a commercially reasonable environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents investigation with respect to Brekford or such Project. In connection with any such investigation, Borrower shall cause to be prepared a report of its Subsidiariessuch investigation, which are in the possession or control of Brekford or to be made available to any of its SubsidiariesLenders upon reasonable request, related for informational purposes and to assure compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:the specifications and procedures.