Common use of Environmental Representations Clause in Contracts

Environmental Representations. (a) Except as disclosed on Schedule 3.15, or with respect to individual matters as would not result in the Business incurring material Environmental Liabilities: (1) the Business is and has been in compliance with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Laws (“Environmental Permits”); (2) the Seller, the Selling Subsidiaries and the Transferred Companies have not received any unresolved written notice of any citation, summons, order, complaint, penalty, claim, investigation or review by any Governmental Authority in connection with the Business (x) with respect to any violation or alleged violation by the Business of any applicable Environmental Law, (y) with respect to any alleged failure of the Business to have or comply with any Environmental Permit or (z) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of any Hazardous Substance and to the Knowledge of Seller or the Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving the Business has been threatened; (3) the Seller, Selling Subsidiaries and the Transferred Companies have not received any unresolved written request for information, notice of claim, demand or notification that any of them is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release of any Hazardous Substance generated in connection with the Business. (4) Neither the Seller, Selling Subsidiaries nor the Transferred Companies with respect to the Real Property have filed a written notification of a Release or threat of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-up; (5) to Seller’s Knowledge, no facts, circumstances or conditions exist with respect to the Business of any Real Property or former real property owned or operated in connection with the Business that would reasonably be expected to result in the Business incurring unbudgeted Environmental Liabilities. (b) Except as disclosed on Schedule 3.15, no consent, approval or authorization of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under this Agreement. (c) Seller and the Selling Subsidiaries have provided or otherwise made available to Buyer copies of all material environmental reports, assessments, and investigations related to the Business and any and all material non-privileged audits or other documentation related to any Environmental Liabilities of the Business in the possession, custody or control of the Seller or the Selling Subsidiaries. (d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to environmental matters (including, without limitation, Environmental Liabilities, compliance with applicable Environmental Laws and Hazardous Substances).

Environmental Representations. To Seller’s Knowledge, except as disclosed in Section 3.16 of the Seller Disclosure Letter: (a) Except as disclosed on Schedule 3.15, or with respect to individual matters as would not result The Business Assets and each of the Acquired Companies are in the Business incurring material Environmental Liabilities: (1) the Business is and has been in compliance with all applicable Environmental LawsLaws and all material permits, which compliance includes obtainingcertifications, maintaining in good standinglicenses, approvals, registrations and complying with all Permits authorizations required by applicable Environmental Laws (“Environmental Permits”);. There are no material claims or proceedings pending or, to Seller’s Knowledge, threatened against Seller, any Acquired Company or any Selling Subsidiary under any Environmental Law, and neither Seller, any Acquired Company nor any Selling Subsidiary has any material liabilities (whether accrued, absolute, contingent, matured, or not matured) under any Environmental Permit or Environmental Law. (2b) the Neither Seller, the any Acquired Companies nor any Selling Subsidiaries and have received in connection with the Transferred Companies have not received Business Assets or any previous conduct of any Acquired Company any unresolved written notice of any citation, summons, order, complaint, penalty, claim, investigation or review by any Governmental Authority in connection with the Business (xi) with respect to any violation or alleged violation by the Business Seller, a Selling Subsidiary or an Acquired Company of any applicable Environmental Law, (yii) with respect to any alleged failure of the Business Seller, a Selling Subsidiary or an Acquired Company to have or comply with any Environmental Permit or (ziii) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release transportation or disposal of any Hazardous Substance and to the Knowledge of Seller or the Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving the Business has been threatened; (3) the Seller, Selling Subsidiaries and the Transferred Companies have not received any unresolved written request for information, notice of claim, demand or notification that any of them is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release of any Hazardous Substance generated in connection with the Business. (4) Neither the Seller, Selling Subsidiaries nor the Transferred Companies with respect to the Real Property have filed a written notification of a Release or threat of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-up; (5) to Seller’s Knowledge, no facts, circumstances or conditions exist with respect to the Business of any Real Property or former real property owned or operated in connection with the Business that would reasonably be expected to result in the Business incurring unbudgeted Environmental Liabilities. (b) Except as disclosed on Schedule 3.15, no consent, approval or authorization of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under this AgreementSubstance. (c) Seller and the Selling Subsidiaries have provided or otherwise has made available to Buyer copies of all material “Phase I” and “Phase II” or similar environmental reports, assessments, and investigations related to the Business and any and all material non-privileged audits or other documentation related to any Environmental Liabilities of the Business site assessments in the possession, custody possession or control of Seller, any Acquired Company or Selling Subsidiary and copies of any studies relating to environmental conditions at the Facilities, that were prepared by Seller or by third parties during the Selling Subsidiariesfive (5) year period ending on the date hereof. (d) (i) There have not been any releases of Hazardous Substances by Seller, any Selling Subsidiary or any Acquired Company on, from, or at the Owned Property or on, from, or at the Leased Property or any other locations, that have resulted in, or would otherwise be reasonably likely to form the basis of, a material claim against the Seller, an Acquired Company or a Selling Subsidiary, or has required, or would otherwise be likely to require, remediation by the Seller, an Acquired Company or a Selling Subsidiary pursuant to Environmental Law, (ii) no property now or previously owned, operated or leased by any Acquired Company is listed on the National Priorities List or on CERCLIS (each promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended) or any similar list under any other Environmental Law, and (iii) there are not now any underground storage tanks located in or under the Owned Property or the Leased Property. (e) The representations and warranties contained in this Section 3.15 3.16 shall be the exclusive representations and warranties with respect to environmental matters (including, without limitationincluding environmental liabilities or obligations, Environmental LiabilitiesLaws, compliance with applicable Environmental Laws Permits and Hazardous Substances)) and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to environmental matters. (f) Matters referred to in the Environmental Reports shall be deemed disclosed for purposes of Section 3.16 to the extent such matters are identified in such Environmental Reports with reasonable particularity or are the apparent, direct and natural consequences of such matters. For purposes of example only: (i) an Environmental Report that describes the presence or former presence of an underground storage tank at a facility does not have the effect of disclosing releases from that storage tank unless such report specifically states that releases are likely to have occurred, but, where a release from a tank is specifically identified, the disclosure would have the effect of disclosing the possibility of continued migration of contaminants resulting from such release; and (ii) an Environmental Report that describes past land uses of a Facility does not have the effect of disclosing conditions of contamination resulting from such past land uses, but, where a condition of contamination is identified with reasonable particularity, the disclosure does have the effect of disclosing the possibility of continued migration of such contamination.

Environmental Representations. (a) Except as disclosed on Schedule 3.15To the best of Mort▇▇▇▇▇'▇ ▇nowledge, or with respect to individual matters as would not result in the Business incurring material Environmental Liabilitiesinformation and belief: (1) the Business 5.5.1. The Mortgaged Property is and has been in compliance with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Laws (“Environmental Permits”); (2) the Seller, the Selling Subsidiaries and the Transferred Companies have not received any unresolved written notice free of any citationContaminants (as defined herein) and neither Mortgagor nor any other person (including, summonsbut not limited to, orderprior owners, complaintoccupiers and tenants) has ever caused or permitted any Contaminant to be manufactured, penaltyplaced, claimgenerated, investigation stored, held, transferred, processed, produced, transported or review by any Governmental Authority disposed on, at, through or under the Mortgaged Property other than minimal quantities of substances on the Mortgaged Property which technically could be considered Contaminants provided that such substances are of a type and are held only in a quantity normally used in connection with the Business construction, occupancy or operation of comparable buildings (xsuch as cleaning fluids, and supplies normally used in the day to day operation of business offices), and such substances are being held, stored and used in complete and strict compliance with all applicable Environmental Laws. 5.5.2. Mortgagor has not caused or permitted any Contaminants to be manufactured, placed, stored, located or disposed of on, under or at any other real property owned, occupied (under leases or licenses or otherwise) with respect to any violation or alleged violation operated by the Business Mortgagor other than minimal quantities of any applicable Environmental Law, (y) with respect to any alleged failure substances on the Mortgaged Property which technically could be considered Contaminants provided that such substances are of the Business to have or comply with any Environmental Permit or (z) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of any Hazardous Substance a type and to the Knowledge of Seller or the Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving the Business has been threatened; (3) the Seller, Selling Subsidiaries and the Transferred Companies have not received any unresolved written request for information, notice of claim, demand or notification that any of them is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release of any Hazardous Substance generated are held only in a quantity normally used in connection with the Businessconstruction, occupancy or operation of comparable buildings (such as cleaning fluids, and supplies normally used in the day to day operation of business offices), and such substances are being held, stored and used in complete and strict compliance with all applicable Environmental Laws. 5.5.3. No lien has or is currently attached to any revenues or any real or personal property owned by Mort▇▇▇▇▇ ▇▇▇luding, but not limited to, the Mortgaged Property as a result of any governmental entity expending monies as a result of any alleged Environmental Release or the existence of on, thorough or under the Mortgaged Property of a Contaminant or a breach of an Environmental Law. 5.5.4. Neither Mortgagor nor, to Mort▇▇▇▇▇'▇ ▇nowledge, any other person (4including, but not limited to, prior owners, occupants and tenants) Neither has received any notice or advice of any Environmental Enforcement Action. 5.5.5. Mort▇▇▇▇▇ ▇▇▇ conducted or caused to be conducted by a consultant acceptable to Mortgagee a site assessment of the Seller, Selling Subsidiaries nor Mortgaged Property to determine the Transferred Companies presence of conditions indicating the presence of Contaminants on the Mortgaged Property or violations of Environmental Laws with respect to the Real Property have filed a written notification Mortgaged Property. Mort▇▇▇▇▇'▇ consultant has found no evidence of a Release the presence of such Contaminants or threat the violation of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable such Environmental Laws except as disclosed in such report. A copy of said consultant's report has been delivered to investigate and/or clean-up; (5) Mortgagee and Mortgagee has been authorized by Mort▇▇▇▇▇ ▇▇▇ its consultant to Seller’s Knowledgerely upon said report in agreeing to make the loan secured by this Mortgage. Mort▇▇▇▇▇ ▇▇▇eby agrees to indemnify, no factsdefend and hold Mortgagee harmless from and against any claims, circumstances or conditions exist with respect to the Business damages, actions, liabilities, causes of action, suits, investigations and judgments of any Real Property or former real property owned or operated in connection with the Business that would reasonably be expected to result in the Business incurring unbudgeted Environmental Liabilities. (b) Except as disclosed on Schedule 3.15nature whatsoever, no consent, approval or authorization of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under this Agreement. (c) Seller and the Selling Subsidiaries have provided or otherwise made available to Buyer copies of all material environmental reports, assessments, and investigations related to the Business and any and all material non-privileged audits or other documentation related to any Environmental Liabilities of the Business in the possession, custody or control of the Seller or the Selling Subsidiaries. (d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to environmental matters (including, without limitation, Environmental Liabilitiesattorney's fees and expenses, compliance incurred by Mortgagee in connection with applicable Environmental Laws any breach of the representations and Hazardous Substances)warranties set forth in this paragraph except to the extent caused by Mortgagee. The foregoing indemnity shall survive the payoff of the Note secured by this Mortgage.

Environmental Representations. All the Seller’s representations set forth in this Clause 14 are true and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2. Table of Contents (ai) Except The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as disclosed on Schedule 3.15, or may have been required in respect of the above in particular at the time of their having ceased to use sites with respect to individual matters which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as would not result described in the Business incurring material Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Liabilities: Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (1including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period prior to the Business is and has been in compliance with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Laws (“Environmental Permits”); (2) the Sellerdate hereof, the Selling Subsidiaries and the Transferred Companies have not Seller has received any unresolved no written notice of any citationcivil, summonscriminal, orderregulatory or administrative action, complaintclaim or suit alleging the violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, penaltythe Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation of the T&D Activities. (ii) The Entities Carrying Out the T&D Activities have always complied, claimin all material respects, investigation with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or review have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents (iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by any Governmental Authority in connection with the Business (x) with respect to any violation or alleged violation by the Business of any applicable Environmental Law, (y) with respect to any alleged failure of the Business to Entities Carrying Out the T&D Activities have or comply with any Environmental Permit or (z) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and to none of the Knowledge former Properties have released any Hazardous Substance in breach of Seller Environmental Regulations during their period of ownership, operation or holding by any of the Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or review against entities of which an Entity carrying out the T&D Activities is a successor or involving the Business that has previously used Properties) has been threatened; (3) the Selleridentified as a potentially responsible party with respect to, Selling Subsidiaries and the Transferred Companies have not or received any unresolved written a request for informationinformation pursuant to, notice any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of claim, demand or notification that the Entities Carrying Out the T&D Activities nor any of them is their predecessors has been requested to indemnify another person or may be potentially responsible with respect to any contribute towards the monitoring, investigation or clean-up costs of any threatened contaminated or actual Release of any Hazardous Substance generated in connection with the Businesspreviously contaminated site, Properties or former Property. (4iv) Neither the SellerThere are no pending or threatened claims, Selling Subsidiaries nor the Transferred Companies actions or proceedings arising under Environmental Regulations with respect to any Properties owned, occupied or held by any of the Real Property have filed a written notification of a Release or threat of Release which Entities Carrying Out the SellerT&D Activities nor, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-up; (5) to Seller’s Knowledge, no facts, circumstances or conditions exist with respect to the Business of Sellers’ knowledge, does any Real Property basis for such claim, action or former real property owned proceedings exist. The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or operated in connection with so far as the Business that would reasonably be expected Seller is aware to result in the Business incurring unbudgeted Environmental Liabilities. (b) Except as disclosed on Schedule 3.15any investigation by any public entity or to any indemnity, no consent, approval or authorization of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under this Agreement. (c) Seller and the Selling Subsidiaries have provided or otherwise made available to Buyer copies of all material environmental reports, assessments, and investigations related to the Business and any and all material non-privileged audits agreement or other documentation related obligation to any third party relating to an Environmental Liabilities of the Business in the possession, custody or control of the Seller or the Selling SubsidiariesLiability. (d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to environmental matters (including, without limitation, Environmental Liabilities, compliance with applicable Environmental Laws and Hazardous Substances).

Environmental Representations. Except for (i) matters disclosed in Section 3.17(i) of the Seller Disclosure Letter and (ii) recognized environmental conditions, soil and groundwater contamination and any non-compliance with Environmental Law which is identified with particularity on the face of such disclosure in the Phase I, Phase II and other environmental documents and reports listed in Section 3.17(ii) of the Seller Disclosure Letter: (a) Except as disclosed on Schedule 3.15The Business has for five (5) years prior to the date hereof been operated, or with respect to individual matters as would not result and is currently, in the Business incurring material Environmental Liabilities: (1) the Business is and has been in compliance with all applicable Environmental LawsLaws and all permits, which compliance includes obtainingcertifications, maintaining in good standinglicenses, approvals, registrations and complying with all Permits authorizations required by applicable such Environmental Laws (“Environmental Permits”);. (2b) Section 3.17(b) of the Seller, Seller Disclosure Letter lists all material Environmental Permits required to own or operate the Selling Subsidiaries Transferred Real Property and the Transferred Companies have Business as currently owned and operated. Seller has and maintains all such Environmental Permits and all such Environmental Permits are in full force and effect, and Seller has not received any written or, to Seller’s Knowledge, verbal notice alleging an Environmental Claim that either (x) is unresolved written notice of any citationor (y) was received since January 1, summons, order, complaint, penalty, claim, investigation or review 2010. Seller has not been advised in writing by any Governmental Authority of any material change in the status or terms and conditions of any material Environmental Permits. (c) None of Seller, the Acquired Companies or the Selling Subsidiaries have received in connection with the Business (x) with respect to any violation or alleged violation by Business, the Business Assets or the Transferred Real Property any written or, to Seller’s Knowledge, verbal notice of any applicable Environmental Law, (y) with respect to any alleged failure of the Business to have or comply with any Environmental Permit or (z) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of any Hazardous Substance and to the Knowledge of Seller or the Selling Subsidiaries, no such noticeclaim, citation, summons, order, complaint, penaltynotice of violation, lawsuit, penalty or investigation directly or indirectly related to (i) any actual or alleged violation by Seller, a Selling Subsidiary or an Acquired Company of any Environmental Law, (ii) any actual or alleged failure of Seller, a Selling Subsidiary or an Acquired Company to have or comply with any Environmental Permit, (iii) the Release or disposal of any Hazardous Substance in connection with the Business or the Transferred Real Property, (iv) any Environmental Claim with respect to the Business, the Business Assets or the Transferred Real Property or (v) any Environmental Condition related to the Transferred Real Property, any of which either (x) is unresolved or (y) was received since January 1, 2010. (d) There has not been, and is not occurring, at any Transferred Real Property any material Releases or threatened material Release of any Hazardous Substances except for Releases occurring in material compliance with Environmental Laws. In connection with the Business, Seller has handled, stored, discharged and disposed of all Hazardous Substances in material compliance with Environmental Laws. (e) To Seller’s Knowledge, except as would not result in material liability to Buyer, neither Seller nor any of its Subsidiaries has in connection with the Business sent, arranged for disposal or treatment, arranged with a transporter for transport for disposal or treatment, transported, or accepted for transport any Hazardous Substances to a facility, site or location, which, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any similar state or local Law (“CERCLA”), (i) has been placed, or is proposed to be placed, on the National Priorities List or its state equivalent or (ii) is subject to a claim, investigation administrative order or review against other request to effect removal or involving the Business take remedial action. Seller has been threatened; (3) the Seller, Selling Subsidiaries and the Transferred Companies have not received any unresolved written request requests for information, notice of claim, demand potentially responsible party letters or notification general or special notices within the past five (5) years or that any of them are unresolved alleging that it is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release of any Hazardous Substance generated liable under CERCLA in connection with the Acquired Companies or the Business. (4f) Neither Section 3.17(f) of the Seller, Selling Subsidiaries nor Seller Disclosure Letter contains a complete list of all material reports and studies in the possession or control of Seller relating to the Environmental Condition of the Transferred Companies Real Property, Environmental Claims relating to the Business or the Transferred Real Property and with respect to compliance of the Transferred Real Property have filed a written notification with Environmental Laws. Seller has provided Buyer with access to complete copies of a Release or threat of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-up;all such reports and studies. (5g) to To Seller’s Knowledge, no facts, circumstances or conditions exist with respect to the Business of any Real Property or former real property owned or operated in connection with the Business that would could reasonably be expected to result in the Business incurring unbudgeted a material liability to Buyer under any Environmental Liabilities. (b) Except as disclosed on Schedule 3.15, no consent, approval Law or authorization of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery manufacture, marketing, use, sale or distribution of this Agreement asbestos, asbestos-containing materials, silica, mixed dust (or the consummation of the transactions contemplated under this Agreement. (c) Seller and the Selling Subsidiaries have provided or otherwise made available to Buyer copies of all material environmental reports, assessments, and investigations related to the Business and any and all material non-privileged audits or other documentation related to any Environmental Liabilities of the Business in the possession, custody or control of the Seller or the Selling Subsidiaries. (d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to environmental matters (including, without limitation, Environmental Liabilities, compliance with applicable Environmental Laws and Hazardous Substancescombination thereof).

Environmental Representations. (a) Except as disclosed on set forth in Schedule 3.15, 3.14 or with respect to individual matters as would not result in the Business incurring material Phase I Environmental Liabilities: (1) the Business is Site Assessment dated May 28, 2003, Seller warrants and has been in compliance with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Laws (“Environmental Permits”); (2) the Seller, the Selling Subsidiaries and the Transferred Companies have not received any unresolved written notice of any citation, summons, order, complaint, penalty, claim, investigation or review by any Governmental Authority in connection with the Business (x) with respect to any violation or alleged violation by the Business of any applicable Environmental Law, (y) with respect to any alleged failure of the Business to have or comply with any Environmental Permit or (z) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of any Hazardous Substance and represents that to the Knowledge of Seller or the Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving Seller: (a) The Real Property and the Business has been threatenedare in material compliance with Environmental Laws; (3b) The Seller has obtained and is in material compliance with all necessary permits or authorizations that are required under Environmental Laws to operate the Seller, Selling Subsidiaries Business and the Transferred Companies Real Property; (c) Within the five (5) years prior to the Closing Date, there has been no Release at the Real Property, or at any disposal or treatment facility which received Hazardous Materials generated by the Business or any predecessor in interest which is reasonably likely to result in Environmental Liabilities that have not received a Material Adverse Effect on the Business or the Acquired Assets; (d) Within the five (5) years prior to the Closing Date, no Environmental Claims have been asserted against the Business or the Real Property or any unresolved written request for information, predecessor in interest nor does the Seller have knowledge or notice of claim, demand or notification that any of them is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release of any Hazardous Substance generated in connection with the Business. (4) Neither the Seller, Selling Subsidiaries nor the Transferred Companies with respect to pending Environmental Claim against the Real Property or Business or any predecessor in interest which is reasonably likely to result in Environmental Liabilities that have filed a written notification of a Release Material Adverse Effect on the Business or threat of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-upAcquired Assets; (e) Within the five (5) years prior to Seller’s Knowledgethe Closing Date, no facts, circumstances or conditions exist with respect to Environmental Claims have been asserted against any facilities that may have received Hazardous Materials generated by the Business of or any Real Property or former real property owned or operated predecessor in connection with the Business that would interest, which is reasonably be expected likely to result in Environmental Liabilities that have a Material Adverse Effect on the Business incurring unbudgeted Environmental Liabilities.or the Acquired Assets; (b) Except as disclosed on Schedule 3.15, no consent, approval or authorization of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under this Agreement. (cf) Seller and the Selling Subsidiaries have provided or otherwise has made available to Buyer copies as part of its due diligence all material non-privileged, non-confidential, final environmental reports, assessmentsstudies, and investigations related to the Business and any and all material non-privileged audits or other documentation related to correspondence regarding any Environmental Liabilities of the Business in the possession, custody or control of the Seller or the Selling SubsidiariesReal Property in its possession or the possession of its agents. (dg) The representations contained Schedule 3.14 is a true, complete and accurate list of all instances where the Business or the environmental conditions at the Real Property are not in this Section 3.15 shall be the exclusive representations and warranties material compliance with respect Environmental Law or give rise to environmental matters (including, without limitation, Environmental Liabilities, but only where such conditions, non-compliance with applicable or Environmental Laws and Hazardous Substances)Liabilities have a Material Adverse Effect on the Business or the Acquired Assets.

Environmental Representations. (a) Except as disclosed on Schedule 3.15, or with respect to individual matters as would not result Parent and each Subsidiary conduct in the Business incurring material ordinary course of business a review of the effect of Environmental Liabilities:Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations, and properties, and as a result thereof Parent and each Subsidiary have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to cause a Material Property Event. (1b) After due inquiry and investigation in accordance with good commercial or customary practices to determine whether contamination is present on any Borrowing Base Property or elsewhere in connection with any activity on such Borrowing Base Property, without regard to whether Administrative Agent or any Lender has or hereafter obtains any knowledge or report of the Business is and has been environmental condition of such Borrowing Base Property, except as may be indicated in compliance the environmental assessment reports delivered to Administrative Agent prior to the Closing Date in connection with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Laws (“Environmental Permits”); (2) the Seller, the Selling Subsidiaries and the Transferred Companies have not received any unresolved written notice of any citation, summons, order, complaint, penalty, claim, investigation or review by any Governmental Authority its due diligence investigations in connection with the Business Loans: (xa) with respect to during the period of Parent’s or any violation or alleged violation by the Business Subsidiaries’ ownership of any applicable Environmental LawBorrowing Base Property, (y) with respect to any alleged failure of the Business to have such Borrowing Base Property has not been used for industrial or comply with any Environmental Permit manufacturing purposes, for landfill, dumping, or (z) with respect to any other waste disposal activities or operations, for generation, storage, use, sale, treatment, storageprocessing, recycling, transportation, Release or threatened Release or disposal of any Hazardous Substance Material, for underground or aboveground storage tanks, or for any other use that could give rise to a Material Property Event; to Parent’s and to the Knowledge of Seller or the Selling each Subsidiaries’ knowledge, no such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving the Business has been threatened; (3) the Seller, Selling Subsidiaries and the Transferred Companies have not received any unresolved written request for information, notice of claim, demand or notification that any of them is or may be potentially responsible with respect to any investigation or clean-up use of any threatened or actual Release of Borrowing Base Property occurred at any Hazardous Substance generated in connection with the Business. (4) Neither the Seller, Selling Subsidiaries nor the Transferred Companies with respect time prior to the Real Property have filed a written notification period of a Release Parent’s or threat any Subsidiaries’ ownership of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws such Borrowing Base Property; and to investigate and/or clean-up; (5) to SellerParent’s Knowledgeand each Subsidiaries’ knowledge, no facts, circumstances or conditions exist with respect such use on any adjacent property occurred at any time prior to the Business of any Real Property or former real property owned or operated in connection with the Business that would date hereof which could reasonably be expected to result in the Business incurring unbudgeted Environmental Liabilities. cause a Material Property Event; (b) Except as disclosed to Parent’s and each Subsidiaries’ knowledge, there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on Schedule 3.15any Borrowing Base Property which could reasonably be expected to cause a Material Property Event; (c) neither Parent nor any Subsidiary has received any notice and has no knowledge of any Environmental Claim or any completed, pending or proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on any Borrowing Base Property or any adjacent property or concerning whether any condition, use or activity on any Borrowing Base Property or any adjacent property is in violation of any Environmental Requirement; (d) the present conditions, uses, and activities on any Borrowing Base Property does not violate any Environmental Requirement and the use of any Borrowing Base Property which Parent or any Subsidiary (and each tenant and subtenant, if any) makes and intends to make of any Borrowing Base Property complies and will comply with all applicable Environmental Requirements; (e) no consentBorrowing Base Property appears on and to Parent’s and each Subsidiaries’ knowledge have ever been on the National Priorities List, approval any federal or state “superfund” or “superlien” list, or any other list or database of properties maintained by any local, state, or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material; (f) neither Parent nor any Subsidiary has ever applied for and been denied environmental impairment liability insurance coverage relating to any Borrowing Base Property; and (g) neither Parent or any Subsidiary has, nor have, to Parent’s and each Subsidiaries’ knowledge, any tenants or subtenants, obtained any permit or authorization to construct, occupy, operate, use, or conduct any activity on any Borrowing Base Property by reason of any environmental Governmental Authority is required to be obtained by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under this AgreementEnvironmental Requirement. (c) Seller and the Selling Subsidiaries Even though Borrower may have provided or otherwise made available to Buyer copies of all material environmental reports, assessments, and investigations related to the Business and any and all material non-privileged audits Administrative Agent with an Environmental Assessment or other documentation related to any Environmental Liabilities environmental report together with other relevant information regarding the environmental condition of the Business in Borrowing Base Properties, Borrower acknowledges and agrees that Administrative Agent is not accepting the possessionBorrowing Base Properties as security for the Obligations based on that assessment, custody report, or control of information. Rather Administrative Agent has relied on the Seller or the Selling Subsidiaries. (d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to of Borrower in this Agreement and the Mortgages, and Administrative Agent is not waiving any of its rights and remedies in the environmental matters (includingprovisions of this Agreement, without limitationthe Mortgages, Environmental Liabilities, compliance with applicable Environmental Laws and Hazardous Substances)or any other Loan Document.

Environmental Representations. Seller represents, warrants, and agrees as follows: (ai) To the knowledge of Seller, except as set forth on Schedule 3.13, there is no ambient air, surface water, groundwater, or land contamination from Hazardous Materials within, under, originating from, or relating to any Business Facility and none of such properties has been used for Hazardous Material Activity in violation of applicable Environmental Laws where such activity could have a Material Adverse Effect. (ii) To the knowledge of Seller, except as set forth on Schedule 3.13, each of the Company and the Company Subsidiary possesses and is in compliance in all material respects with all Environmental Permits relating to the Environmental Laws necessary to conduct its business or required by Environmental Laws. Schedule 3.12 accurately describes all of the Environmental Permits currently (iii) Except as disclosed on in Schedule 3.153.13, no claims have been made against the Company, the Company Subsidiary, or, to the knowledge of Seller, their predecessors in interest during the past five (5) years (except claims which have been resolved without material fines or penalties) and no presently outstanding citations or notices have been issued against the Company or the Company Subsidiary under the Environmental Laws, where such could have a Material Adverse Effect. Neither the Company nor the Company Subsidiary has been or is currently subject to any civil, criminal, or administrative action, suit, claim, hearing, notice of violation, investigation, inquiry, or proceeding for failure to comply with, or received notice of any violation or potential liability under the Environmental Laws with respect to individual matters as any Business Facility, Disposal Site, or otherwise, where such could have a Material Adverse Effect, nor, to the knowledge of Seller, are there any facts, whether or not confirmed or reported, which would not result in the Business incurring material Environmental Liabilities:give rise to any such potential liability. (1iv) To the Business is knowledge of Seller, except as set forth on Schedule 3.13, there are no underground storage tanks at any real property, site, or facility (as defined in CERCLA) of the Company or the Company Subsidiary which contains or did contain Hazardous Materials. The Company further warrants and represents that any prior use and operation of underground storage tanks has been in compliance with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Laws (“Environmental Permits”); (2) the Seller, the Selling Subsidiaries and the Transferred Companies except where such could not have not received any unresolved written notice of any citation, summons, order, complaint, penalty, claim, investigation or review by any Governmental Authority in connection with the Business (x) with respect to any violation or alleged violation by the Business of any applicable Environmental Law, (y) with respect to any alleged failure of the Business to have or comply with any Environmental Permit or (z) with respect to any generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of any Hazardous Substance and to the Knowledge of Seller or the Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving the Business has been threatened; (3) the Seller, Selling Subsidiaries and the Transferred Companies have not received any unresolved written request for information, notice of claim, demand or notification that any of them is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release of any Hazardous Substance generated in connection with the Businessa Material Adverse Effect. (4v) Neither the SellerThe Company has delivered to Buyer true, Selling Subsidiaries nor the Transferred Companies with respect to the Real Property have filed a written notification complete, and correct copies of a Release or threat of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-up; (5) to Seller’s Knowledge, no facts, circumstances or conditions exist with respect to the Business results of any Real Property non-privileged reports, studies, audits, assessments, analyses, tests, or former real property owned or operated in connection with the Business that would reasonably be expected to result monitoring in the Business incurring unbudgeted Environmental Liabilities. (b) Except as disclosed on Schedule 3.15, no consent, approval possession of or authorization of any environmental Governmental Authority is required to be obtained initiated by Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement Company or the consummation Company Subsidiary within the past five (5) years pertaining to the existence of Hazardous Materials and any other environmental concerns relating to any Business Facility, or concerning compliance with or liability under the transactions contemplated under this Agreement. (c) Environmental Laws. In addition, Seller and the Selling Subsidiaries have provided or otherwise made available to Buyer copies knows of all material environmental no facts in any privileged reports, studies, audits, assessments, and investigations related analyses, tests, or monitoring relating to the Business and Company or the Company Subsidiary that is inconsistent, in any and all material non-privileged audits or other documentation related to any Environmental Liabilities of respect, with the Business facts described in the possession, custody or control of materials to which reference is made in the Seller or the Selling Subsidiariespreceding sentence. (d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to environmental matters (including, without limitation, Environmental Liabilities, compliance with applicable Environmental Laws and Hazardous Substances).