Common use of Environmental Clause in Contracts

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would to any matters which could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: (a) at all facilities and property (including, without limitation, underlying groundwater) now, or to the knowledge of any Authorized Officer previously, owned, occupied, or leased by any Obligor, except with respect to matters that have been fully resolved, each Obligor is, and continues to be, in compliance with all Environmental Laws; (b) there have been no past (which have not been fully resolved), and there are no pending or, to the knowledge of any Obligor, threatened (i) the Company is in compliance decrees, orders, claims, complaints, written notices or requests for information received by any Obligor with and not subject respect to any known liability under applicable alleged violation of any Environmental Laws (as defined below)Law, or (ii) written complaints, notices or inquiries to any Obligor regarding potential liability under any Environmental Law; (c) there have been no Releases or threatened Releases of Regulated Substances at, on or under any property now, or to the Company knowledge of any Authorized Officer previously, owned, occupied, or leased by any Obligor; (d) each Obligor has made all filings and provided all notices required under all applicable Environmental Laws, and has, been issued and is in compliance with, all permits and to the extent required under any by applicable Environmental Laws has timely applied to renew, all permits, certificates, approvals, licenses and other authorizations required by Environmental Laws; (e) no property now, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companyany Authorized Officer previously, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, occupied or leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) Obligor is listed or, to the knowledge of the Companyany Authorized Officer, proposed for listing on the National Priorities List under CERCLA any federal or any state list of hazardous substance sites requiring cleanupany investigation, (b) is listed in the Comprehensive Environmental Responsemonitoring, Compensation, Liability Information System List promulgated pursuant to CERCLAremediation, or clean-up; (f) there are no underground storage tanks, active or abandoned, including, without limitation, petroleum storage tanks, on or under any comparable list maintained property now, or to the knowledge of any Authorized Officer previously, owned or leased by any Obligor; (g) no Obligor has directly transported or directly arranged for the transportation of any Regulated Substance to any location which is the subject of federal, state or local governmental authorityenforcement actions or other investigations which may lead to claims against any Obligor for any remedial work, damage to natural resources or personal injury; (viih) there are no polychlorinated biphenyls or friable asbestos present at any property now, or to the knowledge of any Authorized Officer previously, owned or leased by any Obligor; (i) no Hazardous Materials are being released (as defined below) environmental conditions exist at, on or under any facility ownedproperty now, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Companyany Authorized Officer previously, none of the facilities owned, operated, owned or leased or controlled by the Company are adversely affected by any Release Obligor, which, with the passage of Hazardous Materials originating time, or emanating from the giving of notice or both, would give rise to any other propertyliability under any Environmental Law; (j) no transaction contemplated by either this Agreement requires the prior approval of, or any filing with, any Governmental Authority which enforces or administers any Environmental Law, except for such approvals as have been obtained and copies of which have been delivered to the Agent.

Environmental. Except as would disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have a Material Adverse Effectnot been reported, (i) the Company is mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and not subject remain outstanding by any Governmental Entity pursuant to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and has, and is in compliance with, the Primero Subsidiaries hold all permits Environmental Approvals required under any applicable Environmental LawsLaws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, each of which is all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (avii) there are no pending Proceedings changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to any Environmental Laws affecting the Companyenvironmental, health and safety matters; and (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (cix) to the knowledge of Primero, none of Primero and the CompanyPrimero Subsidiaries are subject to any past or present fact, there is no Proceeding, notice condition or demand letter or request for information threatened against the Company circumstance that could reasonably be expected to result in Liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. Except as would notset forth on Schedule 4.19, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the each Company has complied and is in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), (ii) the Laws. Each Company has made all filings obtained and provided all notices required under all applicable Environmental Laws, and hascomplied with, and is in compliance with, all permits Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of its businesses. All such required Permits are set forth on Schedule 4.19. No Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental LawsLaw. Except as set forth on Schedule 4.19, each none of which is the following exists at any property or facility currently owned or operated by any Company and none of the following existed at any property or facility previously owned or operated by any Company at or before the time the Company ceased to own or operate such property or facility: (i) underground storage tanks, (ii) asbestos-containing material in full force and effectany form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (aiv) there are landfills, surface impoundments or disposal areas. No Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no pending Proceedings with respect such property or facility is contaminated by any Hazardous Substance) in a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Laws affecting Law. Neither this Agreement nor the CompanyTransactions will result in any Liability for site investigation or cleanup, (b) the Company has not received any demand, claim or notice of violation notification to or Consent of any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws and (c) Laws. No Company has, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. No facts, events or conditions relating to the knowledge past or present facilities, properties or operations of the Companyany Company will prevent, there is no Proceeding, notice hinder or demand letter or request for information threatened against the Company under limit continued compliance with any Environmental Law, (iv) no Lien give rise to any investigatory, remedial or restriction has been recorded under corrective obligations pursuant to any Environmental Law with respect Law, or give rise to any assetsother Liabilities pursuant to any Environmental Law, facility including any relating to onsite or property owned, operated, leased offsite releases or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. Except To the knowledge of the Transferor or except as would not, individually or disclosed in writing in the aggregateenvironmental studies provided by Transferee to Transferor or known to Transferee in its environmental reports received as of Closing Date: (a) Hazardous Materials have not been generated, reasonably be expected used, treated or stored on, or transported to have a Material Adverse Effect, (i) or from any of the Units by the Transferor or the Company is except as used or stored in compliance with and all Environmental Laws; (b) Hazardous Materials have not subject to been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any known liability under applicable property adjoining the project site for the Project, except such releases which do not violate any Environmental Laws Laws; (as defined below), (iic) the Transferor and the Company has made hold, and are in substantial compliance with, all filings and provided all notices Permits currently required under all applicable by Environmental Laws, and has, the Transferor and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has have not received any demand, claim or written notice of any violation of any Environmental Laws and Law that has not heretofore been resolved; (cd) to neither the knowledge of Transferor nor the Company, there is no Proceeding, notice or demand letter or Company has received any written request for information threatened against the Company under any Environmental Lawinformation, (iv) no Lien or restriction has nor been recorded notified that it is a potentially responsible party, under any Environmental Law with respect to any assetson-site location relating to the ownership, facility operation or property owned, operated, leased maintenance of the Project or controlled by the Company, Units; and (ve) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (“Environmental Claims”) against the Company has not received notice that it has been identified or, in relation to the Project or the Site, the Transferor. Except as a potentially responsible party under disclosed to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed orTransferee in writing, to the knowledge of Transferor or known to Transferee in its environmental reports received as of Closing Date there are no facts or circumstances, conditions, pre-existing conditions or occurrences affecting the Project or the Units or any other assets or properties of the Company known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, the Company, proposed for listing on its assets or properties, the National Priorities List under CERCLA Project or any state list of hazardous substance sites requiring cleanupthe Units, or (b) is listed in to cause the Comprehensive Environmental ResponseCompany, Compensationits assets or properties, Liability Information System List promulgated pursuant the Project or the Units to CERCLAbe subject to any restrictions on the ownership, occupancy, use or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge transferability of the Company, none of its assets or properties, the facilities owned, operated, leased Project or controlled by the Company are adversely affected by Units under any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, : (ia) the Company is and its Subsidiaries are and, except for matters which have been resolved, have been in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, including possessing and hascomplying with the terms of all Company Permits required for their operations under applicable Environmental Laws; (b) as of the date of this Agreement, and there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in compliance with, all permits required actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental LawsLaw, each which violation or liability is unresolved. Neither the Company nor any of which its Subsidiaries is in full force and effect, (iii) (a) there are no pending Proceedings with respect a party or subject to any Order pursuant to Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and Law; (c) there have been no Releases of Hazardous Materials on or underneath any location that has resulted, or is reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise result in liability to the knowledge Company or any of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any its Subsidiaries pursuant to applicable Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, such Releases; and (vd) the Company has not received notice that it has been identified as a potentially responsible party under delivered or otherwise made available for inspection to the Comprehensive Environmental ResponseParent copies of any material reports, Compensation and Liability Act of 1980investigations, as amended audits, assessments (“CERCLA”including Phase I or II environmental site assessments), studies or other material documents in the possession of or reasonably available to the Company or any comparable state law, of its Subsidiaries pertaining to: (vii) no property any unresolved claims arising under or facility of the Company related to any Environmental Law; (aii) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) atin, on on, beneath or under adjacent to any facility property currently or formerly owned, operated, operated or leased or controlled by the Company or have been Released at, on any of its Subsidiaries; or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permitiii) and, to the knowledge of the Company, none ’s or any of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyits Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. Except as would not, individually or (a) Section 3.10(a) of the Disclosure Schedules sets forth all material Environmental Permits and operating certifications held in connection with the aggregate, reasonably be expected Business and the Seller’s ownership of the Purchased Assets. (b) The Seller has been and continues to have a Material Adverse Effect, be: (i) the Company is in compliance with and not subject to any known liability under all applicable Environmental Laws (as defined below), relating to the ownership of the Purchased Assets and the operation of the Business and (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasobtained, and is in compliance with, all permits material Environmental Permits and operating certifications required under to be held in connection with the operation of the Business and/or the Seller’s ownership of the Purchased Assets. (c) There is no Action pending or, to the Knowledge of the Seller, threatened against the Seller, in respect of any violation of applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings Laws or with respect to any operating certifications held by the Seller involving or relating, in any manner, to the Purchased Assets or the operation of the Business. (d) The Seller has not treated, stored, disposed of, arranged for, or permitted the disposal of, transported, handled, or otherwise Released or contracted with any Person to treat, store, dispose of, arrange for, or permit the disposal of, transport, handle, or otherwise Release any Hazardous Material, during the operation of the Business in any manner that could give rise to any Liability under Environmental Laws affecting the Company, or any obligation to take remedial action. (be) the Company The Seller has not received assumed, undertaken, provided indemnity with respect to, or otherwise become subject to any demandLiability, claim or notice of violation including any obligation for remedial action, of any Environmental Laws and (c) other Person relating to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assetsthe Purchased Assets or the operation of the Business. (f) The Seller has provided to the Buyer true, facility correct, and complete copies of all material reports, assessments, agreements, notices, audits, investigations, and studies in the possession, custody, or property owned, operated, leased or controlled by control of the Company, Seller concerning: (vi) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental ResponseSeller’s actual, Compensation and Liability Act of 1980, as amended (“CERCLA”)alleged, or potential non-compliance with any comparable state law, (vi) no property Environmental Laws with respect to the Purchased Assets or facility the operation of the Company Business or (aii) is listed or, any material Liability of the Seller under Environmental Laws with respect to the knowledge Purchased Assets or the operation of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyBusiness.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, : (ia) the Company is and its Subsidiaries are, and since July 21, 2021, have been, in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasincluding possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, and 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in compliance with, all permits required violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental LawsLaw; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, each remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which is in full force and effectthe primary purpose thereof was to assume, (iii) (a) there are no pending Proceedings with respect undertake or otherwise become subject to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice liability of violation of another Person under any Environmental Laws and Law; (ce) to the knowledge Knowledge of the Company, with respect to the Leased Real Property, there is have been no Proceeding, notice Releases on or demand letter underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any result in liability pursuant to applicable Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled remediation conducted by the Company, other Persons; (vf) neither the Company has not received notice that it nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any similar state or local governmental authorityforeign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, (vii) no Hazardous Materials are being released (as defined below) atcorrect and complete copies of any environmental reports, on or under any facility ownedstudies, operatedassessments and other material environmental information prepared since July 21, leased or controlled by 2021 in its possession relating to the Company or have been Released at, on its Subsidiaries and its current or under any facility owned, operated, leased former properties or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyoperations.

Environmental. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (ia) the Company is and each of its Subsidiaries are in compliance with all, and have not subject to any known liability under violated any, applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) the Company and each of its Subsidiaries possess and comply with, and have not violated any, Permits required under Environmental Law for their respective operations as currently and since the beginning of the last complete fiscal year prior to the date hereof have been conducted, and neither the Company nor any of its Subsidiaries has not received any demandnotice that, claim and to the Knowledge of the Company there is no basis for any such Permit to be revoked, not re-issued, or notice of violation of any Environmental Laws and adversely modified; (c) there are no Actions pending or, to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against or affecting, the Company or any of its Subsidiaries alleging any violation of or liability (i) under any Environmental Law, or (ivii) no Lien arising out of the presence or restriction has been recorded release of any substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”); (d) neither the Company nor any of its Subsidiaries is subject to or affected by any Order under any Environmental Law with respect or regarding any Materials of Environmental Concern; (e) neither the Company nor any of its Subsidiaries has released any Materials of Environmental Concern at any property currently or formerly owned or operated by any of them and, to any assets, facility or property owned, operated, leased or controlled by the Knowledge of the Company, (v) no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company has not received notice that it has been identified as a potentially responsible party under or any of its Subsidiaries or any other location (including any facility for the Comprehensive treatment, storage, or disposal of Materials of Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”Concern), in such circumstances or under such conditions that could reasonably be expected to result in liability to the Company or any comparable state law, of its Subsidiaries pursuant to Environmental Laws or adversely affect any of them; and (vif) no property or facility of neither the Company (a) is listed nor any of its Subsidiaries has assumed or retained, by contract or, to the knowledge Knowledge of the Company, proposed for listing on by operation of Law, any liability under Environmental Laws or regarding any Materials of Environmental Concern. As used herein, “Environmental Laws” means Laws and Orders relating to protection of the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLAenvironment, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except protection of human health and safety as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release environmental conditions or by exposure to Materials of Hazardous Materials originating or emanating from any other propertyEnvironmental Concern.

Environmental. Except (a) The Company has no liability under, has never violated, and is presently in compliance in all material respects with all environmental, health or safety-related laws, regulations, ordinances or by-laws at the federal, state and local level (the "Environmental Laws") applicable to the Company Premises and any facilities and operations thereon, except as would notlisted in the Company Disclosure Schedule. (b) There exist no conditions with respect to the environment on the Company Premises, that could or do result in any damage, loss, cost, expense, claim, demand, order or liability to or against the Company by any third party including, without limitation, any condition resulting from the operation of the business of the Company, except as set forth in the Company Disclosure Schedule or except for such conditions which, individually or in the aggregate, reasonably be expected do not cause the Company to have a Material Adverse Effectfail to comply in all material respects with applicable Environmental Laws and contractual obligations. (c) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced, or processed any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in or pursuant to any Environmental Laws ("Hazardous Material") or any solid waste at the Company Premises, or at any other location, except in compliance with all applicable Environmental Laws and except as listed in the Company Disclosure Schedule. (d) The Company has no knowledge of the releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of any Hazardous Materials into the soil, surface waters, ground waters, land, stream sediments, surface or subsurface strata, ambient air, sewer system, or any environmental medium with respect to the Company Premises ("Environmental Condition"), except as listed in the Company Disclosure Schedule. (e) No lien has been imposed on the Company Premises by any governmental entity at the federal, state, or local level in connection with the presence on or off the Company Premises of any Hazardous Material, except as listed in the Company Disclosure Schedule. (f) The Company has not (i) the Company is in compliance with and not entered into or been subject to any known liability under applicable Environmental Laws (as defined below)consent decree, compliance order, or administrative order with respect to the Company Premises or any facilities or operations thereon; (ii) received notice under the citizen suit provision of any of the Environmental Laws in connection with the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under Premises or any applicable Environmental Laws, each of which is in full force and effect, facilities or operations thereon; (iii) (a) there are no pending Proceedings received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Laws affecting Condition relating to the CompanyCompany Premises or any facilities or operations thereon; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to the Company Premises or any facilities or operations thereon, (b) except as set forth in the Company Disclosure Schedule; and the Company has not received no knowledge that any demandof the above will be forthcoming. (g) The Company has all permits necessary pursuant to Environmental Laws for the conduct of the Company's activities and operations at the Company Premises and for any past or ongoing alterations or improvements by the Company at the Company Premises, claim which permits are listed in the Company Disclosure Schedule. (h) None of the following exists at the Company Premises in amounts or notice conditions which, individually or in the aggregate, cause the Company to fail to comply in all material respects with applicable Environmental Laws: (1) underground storage tanks, (2) asbestos-containing materials in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) lead paint, pipes or solder, or (5) landfills, surface impoundments or disposal areas, except as listed in the Company Disclosure Schedule. (i) The Company has provided to OS copies of violation all documents, records and information in its possession or control or available to the Company concerning Environmental Conditions relevant to the Company Premises or any facilities or operations thereon, whether generated by Company or others, including, without limitation, environmental audits, environmental risk assessments, or site assessments of any the Company Premises, documentation regarding off-site disposal of Hazardous Materials, spill control plans, and environmental agency reports and correspondence. (j) The Company has taken or caused to be taken all actions necessary to ensure that as of the consummation of the Offer the Company Premises, all activities and operations thereon, and all alterations and improvements thereto, comply in all material respects with all applicable Environmental Laws and (c) to the knowledge of the Companywith any and all agreements with governmental entities, there is no Proceedingcourt orders, notice or demand letter or request for information threatened against the Company under any and administrative orders regarding Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyConditions.

Environmental. (a) Except as would notdisclosed on Schedule 4.18(a), individually or the Business is, and for the past three (3) years has been, conducted in the aggregate, reasonably be expected to have a Material Adverse Effectcompliance in all material respects with all applicable Environmental Laws. Except as disclosed on Schedule 4.18(a), (i) the Company Group Members hold all material Permits issued under Environmental Laws that are necessary or required for the conduct of the Business, and (ii) each of the Company Group Members is, and for the past three (3) years has been, in material compliance with such Permits issued under Environmental Laws, and no Proceeding is pending or, to the Knowledge of Seller, threatened in writing with respect to any alleged failure by any Company Group Member to have any such Permit or not to be in compliance in all material respects therewith. (b) Except as disclosed on Schedule 4.18(b), (i) there are no Proceedings pending or, to the Knowledge of Seller, threatened in writing against any Company Group Member, alleging material noncompliance with or material liability under any Environmental Law, and (ii) no Company Group Member has received any written notice or demand letter from any Governmental Entity or Third Party, indicating that such Company Group Member is in compliance with and not violation in any material respect of, or subject to any known material liability under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party. (c) Except as disclosed on Schedule 4.18(c), (i) there has been no Release of any Hazardous Material by any Company Group Member or, to the Knowledge of Seller, by any other Person, that would reasonably be expected to give rise to any Company Group Member incurring any material remedial obligation or any material liability under any applicable Environmental Laws (as defined below)Law, (ii) the Company Group Members do not own, lease or operate a site that (A) pursuant to CERCLA or any similar state or foreign Law, has made all filings and provided all notices required under all applicable Environmental Lawsbeen placed or is proposed to be placed by any Governmental Entity on the “National Priorities List” or similar state or foreign list, and hasas in effect as of the Effective Date, and or (B) is in compliance with, all permits required under involved with any applicable Environmental Laws, each of which is in full force and effectvoluntary cleanup program sponsored by a Governmental Entity, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it Group Member has been identified by any Governmental Entity as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), CERCLA or any comparable similar state lawor foreign Law with respect to any site, (vi) and no property Hazardous Materials generated, transported or facility disposed of by or on behalf of the Company Group Members have been found at any site where a Person has made written demand on any Company Group Member to conduct or pay for a remedial investigation, removal or other response action pursuant to any applicable Environmental Law. (ad) is listed or, Notwithstanding anything in this Agreement to the knowledge contrary, the representations and warranties set forth in this Section 4.18 are the sole and exclusive representations and warranties of the CompanySeller regarding Environmental Laws, proposed for listing on the National Priorities List Permits issued under CERCLA or any state list of hazardous substance sites requiring cleanupEnvironmental Laws, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyMaterials.

Environmental. Except as would notfor any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect, : (i) since January 1, 2022, all facilities and operations of the Company is and its Subsidiaries have been conducted, and are now, in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsits Subsidiaries are in possession of, and has, and is in compliance with, all permits Environmental Permits that are required under any applicable Environmental Lawsto own, each of lease and operate the Company Mineral Interests and to conduct their respective business as they are now being conducted which is are legal, valid, binding and in full force and effect, all of which appear in the name of the Company and/or its Subsidiaries; (iii) (a) there are to the knowledge of the Company, no pending Proceedings Environmental Liabilities presently exist with respect to any Environmental Laws affecting portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the Company, (b) operations and business of the Company has not received any demandand its Subsidiaries and, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingbasis for any such Environmental Liabilities to arise in the future as a result of any of the Company’s activities in respect of such property, notice or demand letter or request for information threatened against the Company under any Environmental Lawinterests, rights, operations and business; (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) neither the Company nor any of its Subsidiaries is subject to or has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responseof any proceeding, Compensation application, order or directive from any Governmental Entity which relates to environmental matters and Liability Act of 1980which may require any material work, as amended (“CERCLA”)repairs, construction or expenditures, or create any comparable state lawadditional Environmental Liabilities, (vi) no property or facility of the Company (a) is listed or, and to the knowledge of the Company, proposed for listing on there are no pending environmental claims; (v) the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in Company has posted with the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated relevant regulatory authorities all financial assurance required to be posted pursuant to CERCLAEnvironmental Laws or Environmental Permits, including any financial assurance required in connection with reclamation, remediation or on any comparable list maintained by any state or local governmental authority, closure plans for (viiA) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released atMineral Interests, on or under any facility ownedand (B) the Cerro San ▇▇▇▇▇ mining project located in San ▇▇▇▇ Potosí, operated, leased or controlled by the Company Mexico; (except as may be allowed by permitvi) and, to the knowledge of the Company, none there are no changes in the status, terms or conditions of the facilities owned, operated, leased or controlled any Environmental Permits held by the Company are adversely affected by or its Subsidiaries or any Release renewal, modification, revocation, reassurance, alteration, transfer or amendment of Hazardous Materials originating any such Environmental Permits, or emanating from any other propertyreview by, or approval of, any Governmental Entity of such Environmental Permits or in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of the Company or its Subsidiaries following the Effective Date; and (vii) the Company and its Subsidiaries have made available to the Parent true, correct and complete copies of all material audits, studies, plans, assessments, investigation reports (including Phase I and Phase II environmental site assessments) and regulatory correspondence with respect to environmental matters in their possession or control.

Environmental. Except as would not(a) To the best knowledge of the Company and the Shareholders, individually the Company has not used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials on, under, at, from, or in any way affecting any of the aggregateowned, reasonably be expected to leased or operated properties or assets described in Schedules 3.9 and 3.11, or otherwise, in any manner which violated any applicable Environmental Law. (b) There have a been no Releases by the Company of any Hazardous Material Adverse Effecton, under, at, from or in any way affecting any of the owned, leased or operated properties or assets described in Schedules 3.9 and 3.11 or otherwise. (ic) To the best knowledge of the Company and the Shareholders, the Company is in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demandcommunication, claim written or notice of violation of oral, that alleges that the Company is not in compliance with applicable Environmental Laws. (d) The Company does not have any Environmental Laws and (c) liabilities, assessed or to the best knowledge of the Company and the Shareholders, unassessed, no pending claims have been received by the Company and at present no outstanding citations or notices have been received by the Company, there is no Proceedingwhich in the case of any of the foregoing have been or are imposed by reason of or based upon any provision of any applicable Environmental Laws, notice including, but not limited to, any such liabilities relating to or demand letter arising out of or request for information threatened against attributable, in whole or in part, to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, presence or handling of any Hazardous Materials by the Company under at any Environmental Lawof the Schedule 3.9 property or otherwise. (e) There are no proceedings by any governmental authority or third party pending regarding pollution or protection of human health or the environment to which the Company is a party, (iv) no Lien nor are there any decrees, or restriction has been recorded orders, or other administrative or judicial requirements, outstanding under any Environmental Law with respect to the Company. (f) To the best knowledge of the Company and the Shareholders, the real property currently used, owned or leased by the Company contains no underground storage tanks, or underground piping associated with underground storage tanks. (g) To the best knowledge of the Company and the Shareholders, the Company has obtained and is in material compliance with all permits, licenses and other authorizations and has made all registrations and given all notifications that are required under Environmental Laws, and is in compliance with all terms and conditions of such permits, licenses and other authorizations. No notice to, approval of or authorization or consent from any assetsgovernmental authority is necessary for the transfer of or modification to any such permit, facility and the consummation of the transaction contemplated by this Agreement will not violate, alter, impair or invalidate, in any respect, any such permit. (h) To the best knowledge of the Company and the Shareholders, except as previously disclosed, there are no environmental reports, audits, investigations or assessments of the Company or any real or personal property or operations which are now or have been previously owned, operatedleased, leased operated or controlled managed by the Company, . (vi) the The Company has not received notice that disclosed to AMRE and Merger Sub all relevant material facts of which it or the Shareholders has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), knowledge regarding potential or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge actual environmental liabilities of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect on the Company: (ia) the Company is and its Subsidiaries are and, since January 1, 2021, have been in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, including possessing and hascomplying with the terms of all Company Permits required for their operations under applicable Environmental Laws; (b) as of the date of this Agreement, and there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries; (c) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in compliance with, all permits required actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental LawsLaw, each of which violation or liability is in full force and effect, unresolved; (iii) (ad) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are no pending Proceedings reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law; (e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any Environmental Laws affecting the Companyreal property, (b) the Company has not received any demandplant, claim building or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property formerly owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled operated by the Company or have been Released atany of its present or past Subsidiaries or any of their respective predecessors, on was during the time of such ownership, lease or under operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any facility ownedEnvironmental Law; and (f) none of the products manufactured, operated, leased distributed or controlled sold by the Company (except as may be allowed by permit) and, to the knowledge or any of the Company, none its present or past Subsidiaries or any of the facilities owned, operated, leased their respective predecessors contained asbestos or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyasbestos-containing material.

Environmental. Except as would notset forth on Schedule 4.14: (a) There are no underground tanks and related pipes, individually pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) The Company does not sell and have not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Company presently is and has been in material compliance with all Environmental Laws applicable to the aggregateReal Property or formerly owned, leased or operated locations or the Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could reasonably be expected to have a Material Adverse Effect, be the basis for any liability of any kind pursuant to any Environmental Law. (i) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Company is Real Property or formerly owned, leased or operated locations, except in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws; (ii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Real Property that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law. (ae) there are no pending Proceedings The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim Condition; or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect subject to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Majority Shareholders, threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Company’s activities and operations at the Real Property; for any past or ongoing alterations or improvements at the Real Property; and (ii) any applications for renewal of such Permits have been submitted on a timely basis. (g) The Company has made available to the Purchaser and the Sub copies of all documents, proposed for listing on the National Priorities List under CERCLA records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental audits and documents regarding any state list disposal of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on upon or under any facility from the Real Property or formerly owned, operated, leased or controlled by the Company or have been Released atoperated locations, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyspill control plans and environmental agency reports and correspondence.

Environmental. (a) Except as would not, individually disclosed in Section 2.17(a) of the Company Disclosure Letter or in the aggregate, reasonably be expected to have a Material Adverse Effect, Environmental Reports (as hereinafter defined): (i) the Company is and its subsidiaries are in compliance with in all material respects with, and not subject have no material liabilities arising under, applicable Laws and common law pertaining to any known liability under applicable Environmental Laws the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the environment (“Environmental Laws”); (ii) neither the Company has made all filings and provided all notices required under all applicable Environmental Lawsnor its subsidiaries have received written, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingoral, notice from any Governmental Authority or demand letter other third party of any alleged material violation of or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded material liability under any Environmental Law with respect to that remains unresolved, including, without limitation, any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received written notice that it has been identified as any of them or any of their predecessors is or may be a potentially responsible party under in respect of, or may otherwise bear any material liability for, any actual or threatened Release (as defined below) of Hazardous Substance at any site or facility that is, has been or could reasonably be expected to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), Information System or any comparable state lawsimilar or analogous federal, state, provincial, territorial, municipal, county, local or other domestic or foreign list, schedule, inventory or database of Hazardous Substance sites or facilities; (viiii) there is no property litigation or facility of the Company (a) is listed other proceeding pending, or, to the knowledge of the Company, proposed for listing on threatened against the National Priorities List under CERCLA Company or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or its subsidiaries under any facility owned, operated, leased Environmental Law; (iv) none of the properties presently or controlled formerly owned or operated by the Company or have been Released atany of its subsidiaries (including, on without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or under any facility owned, operated, leased other chemicals at concentrations above normal background conditions (“Environmental Contamination”); (v) chemicals and wastes disposed or controlled otherwise released by the Company (except as may be allowed by permit) and, to the knowledge operations of the Company, none of the facilities owned, operated, leased Company or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.of

Environmental. Except as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, : (ia) the The Company is and its subsidiaries are in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, which compliance includes the possession and hasmaintenance of, and is in compliance with, all permits Company Permits required under any applicable Environmental LawsLaws for the operation of the business of the Company and its subsidiaries as presently conducted; (b) As of the date of this Agreement, each none of which the Company or any of its subsidiaries has received any written communication alleging that the Company is in full force and effectviolation of, or has any liability under, any Environmental Law; (iiic) (a) there are no pending Proceedings None of the Company or any of its subsidiaries has transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed of any Hazardous Substances, except in compliance with respect applicable Environmental Law in a manner that would not reasonably be expected to require any cleanups or other remediation activities pursuant to any Environmental Laws affecting the Company, Law; (bd) None of the Company or any of its subsidiaries has not received any demand, claim written communication alleging that the Company or notice any of its subsidiaries has exposed any employee or any third-party to Hazardous Substances in violation of any Environmental Laws and (c) Law that remains unresolved or, to the knowledge Company’s knowledge, in a manner that caused or allegedly caused personal injury; (e) As of the Companydate of this Agreement, there is no Proceeding, notice or demand letter or request for information threatened against none of the Company or any of its subsidiaries is a party to or is the subject of any pending claim, action, Order, proceeding or, to the Company’s knowledge, any pending investigation, or, to the Company’s knowledge, any threatened claim, action, Order, proceeding or investigation before any arbitrator or Governmental Authority alleging any liability under or noncompliance with any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law; (f) No cleanups or other remediation activities are being conducted, (iv) no Lien or restriction has been recorded under any Environmental Law with respect are being proposed to any assetsbe conducted, facility or property owned, operated, leased or controlled either by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no of its subsidiaries or at any property or facility of the Company (a) is listed currently or, to the knowledge of the Company’s knowledge, proposed for listing on the National Priorities List under CERCLA formerly owned or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released atany of its subsidiaries for the purpose of treating, on abating, removing, containing or under any facility owned, operated, leased or controlled by otherwise addressing Hazardous Substances; and (g) The representations and warranties in this Section 4.24 are the sole and exclusive representations and warranties of the Company (except as may be allowed by permit) andwith respect to environmental matters, including matters relating to the knowledge of the Company, none of the facilities owned, operated, leased Environmental Law or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertySubstances.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 4.14, (ia) the Company is and each of its Subsidiaries hold, have complied, and are in compliance compliance, in all material respects, with all Environmental Permits, and not subject to any known liability under applicable Environmental Laws (as defined below)otherwise have complied, (ii) the Company has made and are in compliance, in all filings and provided material respects, with all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) none of the Company has not or any of its Subsidiaries have received any demandmaterial Environmental Claim and, claim or notice of violation of any Environmental Laws to GP and (c) to the knowledge of the Company’s Knowledge, there is no Proceeding, notice or demand letter or request for information threatened material Environmental Claim against the Company or any of its Subsidiaries; (c) neither the Company, any of its Subsidiaries, nor any of their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Materials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in such manner as have given or would give rise to any material, or potentially material, liabilities (contingent or otherwise) or investigative, corrective or remedial obligations, pursuant to CERCLA or any other Environmental Laws; (d) none of the Company or any of its Subsidiaries has entered into any consent order or other similar agreement with any Governmental Entity that imposes obligations under Environmental Laws on the Company or any Environmental Lawof its Subsidiaries; (e) neither the Company nor any of its Subsidiaries, (iv) no Lien nor any of their respective predecessors or restriction Affiliates, has been recorded under any Environmental Law manufactured, sold, marketed, installed or distributed products containing asbestos and, with respect to such entities, no basis in law or fact exists to support an assertion of any assetssuch claim with respect to Asbestos Liabilities; (f) neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, facility or property ownednotification to or consent of government agencies or third parties, operatedpursuant to the New Jersey Industrial Site Recovery Act, leased the Connecticut Property Transfer Act, the Illinois Responsible Property Transfer Act or controlled by any other similar Environmental Laws; (g) neither the CompanyCompany nor any of its Subsidiaries has expressly or contractually assumed any material liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental Laws; and (vh) GP or the Company has not received notice that it has been identified as a potentially responsible party under furnished or made available to the Comprehensive Environmental ResponseBuyer all material environmental audits, Compensation reports and Liability Act of 1980, as amended (“CERCLA”)other material and environmental documents relating to the Company and its Subsidiaries, or any comparable state lawtheir respective predecessors and Affiliates, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed which are in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on their possession or under any facility owned, operated, leased or controlled their reasonable control. The representations and warranties contained in this Section 4.14 shall constitute the sole and exclusive representations and warranties made by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, GP with respect to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Laws.

Environmental. Except To the knowledge of Seller, without investigation or inquiry, and except as would notdisclosed in any environmental reports provided to Buyer, individually no “Hazardous Substances” (as defined below) have been disposed of, or identified on, under or at the Land in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under violation of applicable “Environmental Laws Laws” (as defined below). Seller has not received written notice from any governmental authorities, or any political or quasi-political, subdivision, agency, authority, department, court, commission, board, bureau or instrumentality of any of the foregoing asserting jurisdiction over any of the parties hereto or over the Land, that the Land is or may be in violation of any applicable federal, state or municipal law, ordinance or regulation regarding Hazardous Substances. To the knowledge of Seller, without investigation or inquiry, no Hazardous Substances were used in the construction of the Improvements, no Release of Hazardous Substances has occurred at, from, in, adjacent to, or on the Land, nor are there any Hazardous Substances in, on, about or migrating to the Land, and the Land is not affected in any way by any Hazardous Substances. To the knowledge of Seller, without investigation or inquiry, there are no incinerators, septic tanks, PCB-containing equipment, asbestos-containing material, formaldehyde insulators or cesspools on the Land, all waste is discharged from the Land into a public sanitary sewer system in accordance with applicable legal requirements, and no Hazardous Substances are discharged from the Land, directly or indirectly, into any body of water. (iii) As used herein, the Company has made all filings term “Hazardous Substances” shall mean: (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and provided all notices required “toxic pollutants,” as such terms are defined under all applicable the Environmental Laws, or any of them; (b) petroleum and haspetroleum products, including crude oil and is in compliance withany fractions thereof; (c) natural gas, all permits required under synthetic gas and any applicable Environmental Lawsmixtures thereof; (d) asbestos, each of which is in full force whether friable or non-friable; (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids; (f) radon; (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste; and effect, (iiih) (a) there are no pending Proceedings any other substance with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under which any Environmental Law with respect to any assetsor governmental authority requires environmental investigation, facility monitoring or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyremediation.

Environmental. Except as would not, individually or set forth in Section 4.1(u) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) the businesses as presently or formerly engaged in by the Company is and its subsidiaries are and have been conducted in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), including having all permits, licenses and other approvals and authorizations, during the time the Company (or such subsidiary) engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company has made all filings or any subsidiary of the Company (including soil, groundwater or surface water on, under or adjacent to the properties, and provided all notices required buildings thereon) ("Company Properties") do not contain any Hazardous Substance (defined below) other than as permitted under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) neither the Company nor any subsidiary of the Company has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity or any third party indicating that the Company or any subsidiary of the Company may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or any of its subsidiaries' businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or any subsidiary of the Company with respect to the Company or any subsidiary of the Company or the Company Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or any subsidiary of the Company concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by the Company, (v) the at Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility of transported from any Company Property during the time such Company Property was owned or operated by the Company (a) is listed or, to the knowledge or any subsidiary of the Company, proposed for listing on the National Priorities List other than as permitted under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive applicable Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityLaw, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the Company or any subsidiary of the Company relating to the Company or any subsidiary of the Company or the Company Properties which have not been delivered to Parent prior to the date hereof, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof the Company Properties and no underground storage tanks have been closed or removed from any Company Properties while such Company Property was in the ownership of the Company or any subsidiary of the Company, operated, leased (ix) there is no asbestos present in any Company Property presently owned or controlled operated by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge subsidiary of the Company, and no asbestos has been removed from any Company Property while such Company Property was owned or operated by the Company or any subsidiary of the Company, (x) none of the facilities owned, operated, leased or controlled Company Properties has been used at any time by the Company or any subsidiary of the Company as a sanitary landfill or hazardous waste disposal site, and (xi) neither the Company nor any subsidiary of the Company has incurred, and none of the Company Properties are adversely affected by presently subject to, any Release of Hazardous Materials originating liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as would notdisclosed in the ▇▇▇▇▇▇ Mining Public Documents and except for any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect in respect of ▇▇▇▇▇▇ Mining: (i) all facilities and operations of ▇▇▇▇▇▇ Mining and the Company is ▇▇▇▇▇▇ Mining Subsidiaries and their predecessors have been conducted, and are now, in material compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) there have been no spills, releases, deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the Company has made all filings and provided all notices required under all applicable Environmental Lawsearth, and hasair or any body of water, and is whether surface or otherwise, by ▇▇▇▇▇▇ Mining or any of the ▇▇▇▇▇▇ Mining Subsidiaries or their predecessors or at, to or from ▇▇▇▇▇▇ Mining’s assets or operations, which could reasonably be expected to result in compliance with, all permits required liability or remediation obligations under any applicable Environmental Laws, each of which is in full force and effect, Law; (iii) neither ▇▇▇▇▇▇ Mining nor any of the ▇▇▇▇▇▇ Mining Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Law; (aiv) there are no pending Proceedings environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation portion of any Environmental Laws currently or formerly owned, leased, used or otherwise controlled property, interests and (c) rights or relating to the knowledge operations and business of ▇▇▇▇▇▇ Mining and the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) ▇▇▇▇▇▇ Mining Subsidiaries and, to the knowledge of ▇▇▇▇▇▇ Mining, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the Companyfuture as a result of any activity in respect of such property, interests, rights, operations and business; (v) neither ▇▇▇▇▇▇ Mining nor any ▇▇▇▇▇▇ Mining Subsidiary is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (vi) ▇▇▇▇▇▇ Mining and the ▇▇▇▇▇▇ Mining Subsidiaries are in possession of, and in material compliance with, all Environmental Approvals, consents, waivers, permits, orders and exemptions required to own, lease and operate its properties and mineral projects and to conduct its business as it is now being conducted, and neither ▇▇▇▇▇▇ Mining nor any of the ▇▇▇▇▇▇ Mining Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, construction or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (vii) to the knowledge of ▇▇▇▇▇▇ Mining, none of ▇▇▇▇▇▇ Mining nor any of the facilities owned▇▇▇▇▇▇ Mining Subsidiaries is subject to any past or present fact, operated, leased condition or controlled by the Company are adversely affected by circumstance that could reasonably be expected to result in liability under any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Laws.

Environmental. Except as would notset forth on Schedule 4.14: (a) There are no underground tanks and related pipes, individually pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) There is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the aggregateReal Property. The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Company presently is and has been in material compliance with all Environmental Laws applicable to the Real Property or formerly owned, reasonably leased or operated locations or the Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be expected the basis for any liability of any kind pursuant to have a Material Adverse Effect, any Environmental Law. (d) (i) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Company is Real Property or formerly owned, leased or operated locations, except in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws; (ii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law. (ae) there are no pending Proceedings The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Laws affecting the CompanyCondition; or (iv) been subject to or, (b) the Company has not received to their Knowledge, threatened with any demand, claim governmental or notice of violation of any Environmental Laws and (c) citizen enforcement action with respect to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, . (ivf) no Lien or restriction has been recorded (i) There currently are effective all Permits required under any Environmental Law with respect which are necessary for the Company’s activities and operations at the Real Property and for any past or ongoing alterations or improvements at the Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or conditions. (g) The Company has made available to the Purchaser copies of all documents, records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental audits and documents regarding any assetsdisposal of Hazardous Materials at, facility upon or property from the Real Property or formerly owned, operated, leased or controlled by the Companyoperated locations, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation spill control plans and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental agency reports and correspondence.

Environmental. Except as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect on the Company: (ia) the Company is and its Subsidiaries are and, since February 24, 2023, have been in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, including possessing and hascomplying with the terms of all Company Permits required for their operations under applicable Environmental Laws; (b) there is no Proceeding or Order pending or, and to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries; (c) none of the Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in compliance with, all permits required actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental LawsLaw, each of which notice or request is in full force and effect, unresolved; (iii) (ad) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are no pending Proceedings reasonably likely to result in an obligation by the Company or any of its Subsidiaries to investigate, remediate or otherwise conduct any response action in respect of such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law; (e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any Environmental Laws affecting the Companyreal property, (b) the Company has not received any demandplant, claim building or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property formerly owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled operated by the Company or have been Released atany of its present or past Subsidiaries or any of their respective predecessors, on was during the time of such ownership, lease or under operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any facility ownedEnvironmental Law; and (f) none of the products manufactured, operated, leased distributed or controlled sold by the Company (except as may be allowed by permit) and, to the knowledge or any of the Company, none its present or past Subsidiaries or any of the facilities owned, operated, leased their respective predecessors contained asbestos or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyasbestos-containing material.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) To the Company's knowledge, the businesses as presently or formerly engaged in by the Company is and its Subsidiary are and have been conducted in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), including, without limitation, having all required material permits, licenses and other approvals and authorizations, during the time the Company or its Subsidiary engaged in such businesses, (ii) to the Company's knowledge, the properties presently or formerly owned or operated by the Company has made all filings and provided all notices required its Subsidiary (including, without limitation, soil, groundwater or surface water on, under all or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any Hazardous Substance other than as permitted under applicable Environmental LawsLaw (provided, and hashowever, and that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectlimited to the period the Company or its Subsidiary owned or operated such Properties), (iii) neither the Company nor its Subsidiary has received any notices, demand letters or request for information from any Federal, state, local or foreign governmental entity or any third party indicating that the Company or its Subsidiary may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or its Subsidiary's businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect or, to any Environmental Laws affecting the Company's knowledge, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or its Subsidiary with respect to the Company, its Subsidiary or the Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or its Subsidiary concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by at the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility transported from any of the Properties during the time such Property was owned or operated by the Company (a) is listed oror its Subsidiary, other than as permitted under applicable Environmental Law or other than as would not be material to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityCompany and its Subsidiary taken as a whole, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the Company or its Subsidiary relating to the Company, its Subsidiary or the Properties which have not been delivered to Parent prior to the date hereof, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or its Subsidiary (provided, operatedhowever, leased that with respect to Properties formerly owned or controlled operated by the Company or have been Released atits Subsidiary, on the representations in this subsection (viii) are limited to the period the Company or under its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is no asbestos present in any facility owned, operated, leased Property presently owned or controlled operated by the Company or its Subsidiary, and no asbestos has been removed from any Property while such Property was owned or operated by the Company or its Subsidiary, (except as may be allowed by permitx) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled Properties has been used at any time by the Company or its Subsidiary as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor its Subsidiary has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties) are adversely affected by presently subject to, any Release of Hazardous Materials originating material liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Section 2.24 of the Company Disclosure Letter: (a) None of the Company or any of its Subsidiaries is in compliance with and not subject to violation of any known liability under applicable Environmental Laws (as defined belowin Section 8.4), and none of the Company or any of its Subsidiaries for the past five years has been in violation of any Environmental Laws, which current or past violation, when aggregated with each other current and past violation, has resulted or would result in a liability to the Company or any of its Subsidiaries in an amount in excess of $250,000; there has been no Release (as defined in Section 8.4) at any of the Real Property or, during the period of its ownership or lease thereof, on any real property formerly owned or leased by the Company or any of its Subsidiaries that is required to be reported, investigated, assessed, cleaned up or remediated by the Company or any of its Subsidiaries pursuant to Environmental Law; and the Company and its Subsidiaries have all material permits, licenses and other authorizations required under any Environmental Law, and the Company and its Subsidiaries are in material compliance with such permits, licenses and other authorizations. (b) To the Company’s knowledge, there is no asbestos nor any asbestos-containing materials used in, applied to or incorporated in any building, structure or other form of improvement on the Real Property that requires abatement or encapsulation under any Environmental Law. Neither the Company nor any of its Subsidiaries sells or has sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) Except as has been completely resolved prior to the date of this Agreement without any future or continuing obligations, the Company and its Subsidiaries have not (i) entered into or been subject to any consent decree, compliance order or administrative order, issued pursuant to Environmental Law, with respect to the Real Property or formerly owned, leased or operated real property or any facilities or operations thereon, (ii) received written notice under the Company has made all filings and provided all notices required under all applicable citizen suit provisions of any Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectLaw, (iii) (a) there are no pending Proceedings received any request for information, notice, demand letter, administrative inquiry or complaint or claim, in each case in writing, with respect to any Environmental Laws affecting Condition (as defined in Section 8.4) or with respect to the Companypresence of, Release from or exposure to Hazardous Materials (bas defined in Section 8.4) used at the Real Property or in any product sold or distributed by the Company has or any Subsidiary, or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (d) The Company and its Subsidiaries have not received assumed, undertaken or otherwise become subject to any demand, claim or notice of violation material liability of any Environmental Laws and (c) other Person relating to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under arising from any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect either pursuant to any assetsContract or in connection with any predecessor of the Company or any of its Subsidiaries. (e) The Company has delivered to Parent copies of all environmental site assessment reports, facility environmental compliance audits, asbestos surveys and other material environmental documents in its possession or property reasonable control concerning Environmental Conditions, including, without limitation, material documents regarding any Release or disposal of Hazardous Materials at, upon or from the Real Property or formerly owned, operated, leased or controlled by the Companyoperated real property, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental agency inspection reports and material correspondence.

Environmental. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint or penalty has been received by any of the Company is in compliance with Debtors or their Subsidiaries, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company, threatened which allege a violation of or liability under applicable any Environmental Laws (as defined belowincluding with respect to exposure to Hazardous Materials), in each case relating to any of the Debtors or their Subsidiaries, (iib) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the Company has made all filings and provided all notices required under all applicable Environmental Lawssame), and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors or their Subsidiaries that has given rise or would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company or have been Released at, on or Debtors under any facility ownedEnvironmental Laws, operated, leased or controlled by the Company (except as may be allowed by permitd) and, to the knowledge Knowledge of the Company, no Hazardous Material has been Released, generated, owned, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and none of the facilities owned, operated, leased Debtors or controlled by their Subsidiaries has arranged for or permitted the Company are adversely affected by any Release disposal of Hazardous Materials originating Material at any location in a manner that has given rise or emanating from would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors or their Subsidiaries under any Environmental Laws, and (e) no agreements in which any of the Debtors or their Subsidiaries has expressly assumed responsibility for any known obligation of any other propertyPerson arising under or relating to Environmental Laws that remains unresolved. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to Environmental Laws.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the The Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, complied and is in compliance with, and the Company's use of the Real Property and all permits required under any applicable improvements thereon are in compliance with, all Environmental Laws, each except for any noncompliance which has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) There are no pending or, to the Company's or the Stockholders' knowledge, threatened actions, suits, claims, legal proceedings or other proceedings based on, and neither the Company nor the Stockholders has directly or indirectly received any notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any governmental authority or any other person or entity or knows any fact(s) which is in full force and effectthe Company or the Stockholders reasonably believes form(s) the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, Release or threatened Release at or from any part of the Real Property related to the Company's operations; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property with respect to the business or Assets of the Company; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Companyfacility operations, (b) procedures or designs of the Company has which do not received any demand, claim or notice of violation of any Environmental Laws and (c) conform to the knowledge requirements of the Company, there is no Proceeding, notice Environmental Laws; or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien any violation of Environmental Laws at any part of the Real Property or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by arising from the Company, 's activities (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company and the Stockholders, the activities of the Company's predecessors in title) involving Hazardous Materials. (c) The Company has been duly issued, proposed for listing on and currently has and will maintain through the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupClosing Date, (b) is listed in the Comprehensive Environmental Responseall permits, Compensationlicenses, Liability Information System List promulgated pursuant certificates and approvals required to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled be obtained by the Company or have been Released at, on or under any facility ownedEnvironmental Law. A true and complete list of such permits, operatedlicenses, leased certificates and approvals, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. Except in accordance with such permits, licenses, certificates and approvals, there has been no release of material regulated by such permits, licenses, certificates or controlled by approvals. (d) To the knowledge of the Company (except as may be allowed by permit) andand the Stockholders, the Real Property contains no underground treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Hazardous Materials. No portion of the Real Property is being or, to the knowledge of the CompanyCompany and the Stockholders, none has been, used as a dump or landfill, or consists of or contains filled in lands or wetlands. (e) The Company has furnished to Buyer accurate and complete copies of any environmental reports, assessments or other records, if any, relating to the environmental condition of the facilities owned, operated, leased or controlled by Real Property of which the Company are adversely affected by or the Stockholders is in possession. (f) The Company will promptly furnish to Buyer written notice of any Release or of Hazardous Materials originating any actions or emanating from any other propertynotices described in Section 4.22(b). (g) To the knowledge of the Company and the Stockholders, neither PCBs nor asbestos-containing materials are present on or in the Real Property.

Environmental. Except as to the extent that any violations or other matters referred to in this subparagraph do not, and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Baytex Group (taken as a whole) (and in the case of properties for which Baytex is not the operator, to Baytex's knowledge): (i) to the Company best of its knowledge, Baytex is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) to the best of its knowledge, each Baytex has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge, there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Baytex, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Baytex, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Baytex of which Baytex has notice; (v) Baytex has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Baytex holds all Governmental Authorizations required in connection with the operation of its business and the ownership and use of such assets, all Governmental Authorizations are in full force and effect, and Baytex has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Baytex, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Baytex currently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyotherwise used.

Environmental. Except as would not, individually or in set forth on Section 4Q of the aggregate, reasonably be expected to have a Material Adverse EffectCompany Disclosure Letter, (i) neither the Company is in compliance with and not subject to nor any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) its Subsidiaries (a) there are no pending Proceedings with respect has received any material written communication from, or been subject to a material claim asserted in writing by, any Environmental Laws affecting the Companythird party (including, without limitation, a governmental authority), or (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedinghas been subject to any material investigation by a governmental authority, notice that, in the case of (a) or demand letter or request for information threatened against (b) above, alleges that the Company under or any of its Subsidiaries is not in material compliance with any Environmental LawLaws and which allegation has not been resolved, (ii) the Company and its Subsidiaries hold, and are in material compliance with, all material permits, licenses and governmental authorizations required to be obtained by the Company or its Subsidiaries under Environmental Laws, and the Company and its Subsidiaries are in material compliance with all Environmental Laws; (iii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported or released any substance, pollutant, contaminant or waste in a manner or location that has given rise to, or that is reasonably likely to give rise to, material claims or material liabilities under Environmental Laws for environmental site investigation or cleanup, corrective action, other response action, or damages or injuries to persons, property or natural resources; (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility properties or property facilities currently or formerly owned, operated, leased or controlled operated by the Company or any of its Subsidiaries during such Company’s or any of its Subsidiaries’ ownership, lease or operation, there has been no release or threat of a release by the Company or any of its Subsidiaries, or, to the Company’s knowledge, by others, of any hazardous substance, pollutant, contaminant or waste where such release or threat of a release has given rise to, or that is reasonably likely to give rise to, any material liability for environmental site investigation or cleanup, corrective action, other response action or damages or injuries to persons, property or natural resources under Environmental Laws; and (v) no Liens arising under Environmental Laws are recorded against any property owned or leased by the Company has not received notice that it has been identified or any of its Subsidiaries. As used in this Agreement, the term “Environmental Laws” means the Clean Air Act, as a potentially responsible party under amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, as amended (“CERCLA”), or the Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, and any comparable state lawother foreign, (vi) no property or facility of the Company (a) is listed orfederal, to the knowledge of the Companyprovincial, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authoritylaws, (vii) no Hazardous Materials regulations or ordinances regulating or imposing standards of conduct or liability relating to pollution or protection of the environment or worker health and safety as the foregoing are being released (as defined below) at, enacted and in effect on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, prior to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyClosing.

Environmental. (a) Except as would not, individually or disclosed in Section 4.21(a)(i) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) neither the Company is in compliance with and not subject to nor any known liability under applicable Environmental Laws of its predecessors has used, distributed, stored, serviced, repaired, managed, maintained, disposed or otherwise handled any PCBs or PCB Items (as defined belowby 40 CFR 761.3), (ii) no Hazardous Substances are present at or have been Released or threatened to be Released from, onto or under any of the properties currently leased or owned by the Company has made all filings and provided all notices required under all applicable (including soils, groundwater, surface water, buildings or other structures), except in material compliance with Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect Hazardous Substances were present at or Released or threatened to be Released from, onto or under any Environmental Laws affecting of the Companyproperties currently owned, (b) formerly owned or leased by the Company has not received or any demandof its predecessors during the period of such ownership, claim lease, operation or notice of violation of any use, except in material compliance with Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental LawLaws, (iv) no Lien storage tanks (underground, above ground or restriction has been recorded under otherwise) are present at any Environmental Law with respect to any assetsof the properties currently owned or leased, facility operated or property owned, operated, leased or controlled otherwise used by the Company, (v) neither the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responsenor any of its predecessors is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, Compensation and Liability Act of 1980leased, as amended (“CERCLA”), operated or otherwise used by any comparable state lawthird party, (vi) no property or facility of the Company is not subject to any indemnity or other agreement with any Person relating to Hazardous Substances, (avii) is listed orthere are no circumstances or conditions involving the Company or businesses previously owned, leased, operated or otherwise used by the Company, or to the knowledge Knowledge of the Company, proposed for listing any of the Company Assets and the Owned Real Property or businesses of any predecessors of the Company that are likely to result in any Adverse Consequences to the Company arising under or pursuant to Environmental Law or in any restriction on the National Priorities List ownership, use or transfer of any of the Company Assets arising under CERCLA or pursuant to any state list Environmental Law, and (viii) Seller has provided to Purchaser (A) copies of hazardous substance sites requiring cleanup, (b) is listed all material reports in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, custody or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge control of the Company, none including “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the environmental condition of the facilities owned, operated, leased Company or controlled by the compliance of the Company with Environmental Laws and (B) documentation, if applicable, showing the compliance of the Company with any financial responsibility requirements of any applicable Environmental Laws. Except as described in Section 4.21(a)(ii) of the Disclosure Schedule, to the Knowledge of the Company, the Company’s products and inventory, including purchased components, cables, are adversely affected by fully compliant with the Restriction of Hazardous Substances, European Commission Directive 2002/95/EC, including the effect of the Deca polybrominated diphenyl ethers prohibition becoming effective June 30, 2008, (“RoHS”) where required, and to the extent the Company is not compliant with any of the foregoing, the Company has recorded appropriate reserves for any inventory impaired as a result of such non-compliance. (b) As used herein, the term “Environmental Laws” shall mean all Laws relating to the environment, natural resources, safety or health of humans or other living organisms, including the manufacture, introduction into commerce, export, import, handling, use, presence, Release or threatened Release of any Hazardous Materials originating Substance or emanating from noise, odor, wetlands, pollution, contamination or any other injury or threat of injury to persons or property.

Environmental. Except as would not, individually set forth in Section 3.15 (c) of ------------- the Company Disclosure Schedule or in the aggregate, reasonably be expected to have a Material Adverse Effect, Company SEC Reports: (i) the The Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the each Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) Subsidiary and, to the knowledge of the Company, none to the extent the Company has direct control over Worksite Employees, each related worksite employer is in compliance in all material respects with the provisions of all federal, state and local laws, codes and ordinances relating to the facilities ownedprotection of public health, operatedthe environment or natural resources, and all rules and regulations promulgated thereunder (the "Environmental Laws"), including with respect to the Company and each Company Subsidiary, the real property leased or controlled by the Company are adversely affected by and each Company Subsidiary listed in Section 3.8 of the Company Disclosure Schedule and the improvements thereon (all such leased real property and improvements thereon hereinafter referred to collectively as the "Premises"). (ii) The Company and each Company Subsidiary and, to the knowledge of the Company, to the extent the Company has direct control over Worksite Employees, each related worksite employer has obtained all required federal, state and local permits, licenses, certificates and approvals applicable to the Company or any Release Company Subsidiary or any such worksite employer, as the case may be, of their respective businesses (the "Environmental Permits") including relating to (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, and (E) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any Environmental Law, as hazardous or potentially hazardous (including, without limitation, (1) any chemical, compound, material or substance that is defined, listed in, or otherwise classified pursuant to, any of the Environmental Laws as a "hazardous substance", "hazardous material", "hazardous waste", "toxic substance," "toxic pollutant," "contaminant" or "pollutant" and (2) petroleum, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas) (collectively, "Hazardous Materials originating Substances"), except where the failure to have obtained or emanating from maintained any other propertysuch Environmental Permit would not have, individually or in the aggregate, a Company Material Adverse Effect.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 5.25.1: (a) (i) Seller is and for the Company is past three (3) years has been in compliance in all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has(ii) without limiting the foregoing, Seller: (x) has timely obtained, and is in compliance in all material respects with, all permits Permits required under any applicable Environmental LawsLaw for the ownership, each lease, operation or use of which is in full force the Leased Real Property, the Business or the Purchased Assets; and effect(y) has prepared and timely filed with the appropriate jurisdictions all reports, (iii) (a) there are no pending Proceedings with respect data, documentation and filings required pursuant to any Environmental Laws affecting the Company, Law; (b) to Seller Parties’ Knowledge all Hazardous Materials generated by Seller, regardless of quantity, have been generated, treated, stored, handled, transported, removed from the Company has not received any demandLeased Real Property, claim or notice and disposed of violation of any in compliance with all Environmental Laws and Laws; (c) to the knowledge of the CompanySeller Parties’ Knowledge Seller has not sent any Hazardous Material to a site that, there is no Proceeding, notice or demand letter or request for information threatened against the Company under pursuant to any Environmental Law, : (ivi) no Lien or restriction has been recorded placed or proposed for placement on the National Priorities List or any similar state list, or (ii) is subject to or the source of an Order, demand or request from a Governmental Authority to take any Removal, Remedial or Response action or to pay for the costs of any such action at any location; (d) in the past seven (7) years, no Seller Party has received any notice, Order, demand, inquiry, summons, complaint, directive, warning, request for information, notice of violation or other communication from any Governmental Authority, citizens’ group, employee or other Person claiming that Seller or the Business is or may be liable for: (i) any actual or alleged violation of or noncompliance with any Environmental Law; (ii) any actual or alleged obligation to undertake or bear the cost of any Liabilities under any Environmental Law with respect to the Leased Real Property or any assets, other facility or property owned, operatedoccupied, leased or controlled used by Seller, now or in the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)past, or any comparable state law, (vi) no property or facility at or to which any Hazardous Material generated, manufactured, Stored, handled, imported, used or processed by Seller has been transported, Treated, Stored, transferred, Disposed, recycled or received; or (iii) any personal injury or property damage related to any Release, Treatment, Storage or Disposal of, or exposure to, any Hazardous Material; (e) to Seller Parties’ Knowledge, there are no underground storage tanks or related piping, landfills, surface impoundments, sumps, septic systems, waste disposal areas, wastewater treatment systems, radioactive materials, underground injection ▇▇▇▇▇ or monitoring ▇▇▇▇▇ located on, under or at any of the Company (a) is listed orLeased Real Property, or to Seller Parties’ Knowledge, any other facility or property owned, occupied or used by Seller, nor, to the knowledge Seller Parties’ Knowledge, have any such structures or materials been removed from any of the CompanyLeased Real Property or any other facility or property owned, proposed occupied or used by Seller; (f) there has been no Release or Disposal of any Hazardous Material at, on, under or from the Leased Real Property or any other facility or property owned, occupied, or used by Seller, now or in the past, in each case during the ▇▇▇▇ ▇▇▇▇▇▇ owned, occupied, or used such property; and (g) Seller has not assumed, accepted responsibility for or retained, by contract or otherwise, any Liability under any Environmental Law. (h) Schedule 5.25.2 contains an accurate and complete list of: (A) all environmental reports, audits, assessments, correspondence or other documents pertaining to Hazardous Materials or Environmental Law prepared in the past seven (7) years by or for Seller or in the possession or control of any Seller Party with respect to the assets or business of Seller (including the Leased Real Property), true and complete copies of which have been provided to Buyer; and (B) all Permits issued to Seller by any Governmental Authority pursuant to any Environmental Law, true and complete copies of which have been provided to Buyer. Seller maintains all records and, within the past seven (7) years, has prepared and filed all lists, reports and other information required pursuant to, and has otherwise complied with, TSCA and any and all rules and regulations adopted pursuant thereto, if applicable to Seller, with respect to any products manufactured, imported, produced, distributed, sold or leased by Seller. All of the products manufactured, imported, produced, distributed, sold or leased by Seller, and all raw materials and intermediates purchased from others used in such products, which were required to be reported to the United States Environmental Protection Agency for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or TSCA inventory have been Released atso reported or notified. No report of substantial risk under TSCA has been made by Seller, on or under nor was any facility owned, operated, leased or controlled by such report required in connection with the Company (except as may be allowed by permit) and, to the knowledge operation of the CompanyBusiness. Seller has never sold any product containing asbestos, none lead, pentachlorophenol, silica, toluene or benzene and no raw material used by Seller in the manufacture of the facilities ownedits products contains or contained asbestos, operatedlead, leased pentachlorophenol, silica, toluene or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertybenzene.

Environmental. Except as to the extent that any violations or other matters referred to in this subparagraph does not, and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Raging River (and in the case of properties for which Raging River is not the operator, to Raging River's knowledge): (i) to the Company best of its knowledge, Raging River is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) to the best of its knowledge, each Raging River has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge, there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Raging River, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Raging River, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Raging River of which Raging River has notice; (v) Raging River has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Raging River holds all Governmental Authorizations required in connection with the operation of its business and the ownership and use of such assets, all Governmental Authorizations are in full force and effect, and Raging River has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Raging River, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Raging River currently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyotherwise used.

Environmental. Except as would to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect on the Company: (ia) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings Subsidiaries are and provided all notices required under all applicable Environmental Laws, and has, and is have been in compliance with, all permits required under and are not in violation of, any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) the Company has not received and the Company Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (c) there have been no Releases of Hazardous Substances into or in the earth, air or any demandbody of water, claim whether surface or notice otherwise, or any municipal or other sewer or drain or drinking or water systems, by the Company or any of violation the Company Subsidiaries or at, to or from the Company’s or any of the Company Subsidiaries’ assets or operations; (d) no notifications, directives, demands, Claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws relating to the business or assets of the Company or any of the Company Subsidiaries; (e) neither the Company nor any of the Company Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (f) the Company and the Company Subsidiaries have made available to Triple Flag all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and (cg) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against neither the Company nor any Company Subsidiary is subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) Schedule 4.15: (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company Seller has not received entered into any demandagreements, claim consents, orders, decrees or notice judgments of violation any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or future use of any of the Assets; (b) As of the Execution Date, Seller has not received written notice from any Person of any release or disposal of any Hazardous Substance concerning any land, facility, asset or property included in the Assets that would reasonably be expected to: (i) materially interfere with or prevent compliance by Seller with any Environmental Law or the terms of any license or Permit issued pursuant thereto; or (ii) give rise to or result in any material common Law or other liability of Seller to any Person; (c) There are no actions, suits or proceedings pending, or to Seller’s knowledge, threatened in writing, before any Governmental Authority against Seller with respect to the knowledge Assets alleging material violations of Environmental Laws that remain unresolved; (d) With respect to the CompanyAssets operated by Seller or its Affiliates (and in all other cases, there is to Seller’s knowledge), Seller has received no Proceeding, written notice from any Governmental Authority of any material violation or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under material non-compliance with any Environmental Law or of material non-compliance with the terms or conditions of any Permits required under Environmental Laws, arising from, based upon, associated with or related to the Assets or Seller’s ownership or operation of any thereof, in each case to the extent unresolved; (e) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been prepared in the eighteen (18) months prior to the Execution Date have been, in each case, provided or made available to Purchaser prior to the Execution Date; and (f) Without limitation of Section 3.4, this Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the environmental condition of the Assets (or the Assets compliance with Environmental Law) or the Seller’s compliance with, or violation of, Environmental Laws regarding the Assets or the Seller’s business with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyAsset.

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected to have would not result in a Material Adverse Effect, Effect on the Company (i) the Company is in compliance and its subsidiaries comply and have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) no Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasgroundwater, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (aiv) there are no pending Proceedings with respect neither the Company nor any subsidiary is subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) neither the Company nor any subsidiary has not received any written notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither the Company nor any Environmental Law with respect subsidiary is subject to any assetsorder, facility decree, injunction or property other written directive of any Governmental Authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, operatedleased, leased operated or controlled otherwise used by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)or its subsidiaries, or any comparable state lawof the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, (vi) no property use or facility transfer of any of the assets of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, subsidiary arising under or pursuant to any Environmental Law. (b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property. (c) As used herein, the term "Hazardous Substance" means any element, compound, substance or other material (including any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed in the Comprehensive Environmental Responselisted, Compensation, Liability Information System List promulgated classified or regulated pursuant to CERCLAany Environmental Law, including, without limitation, any petroleum product, by-product or on any comparable list maintained by any state additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chlorofluorocarbon, hydrochlorofluorocarbon, lead-containing paint or local governmental authorityplumbing, (vii) no Hazardous Materials are being released (as defined below) atpolychlorinated biphenyls, on radioactive material or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyradon.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint, or penalty has been received by any of the Company is in compliance with Group Members, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company Group Members, threatened which allege a violation of or liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasin each case relating to any of the Company Group Members, (b) each Company Group Member has received (including timely application for renewal of the same), and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the knowledge of the Company, there no Hazardous Material is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge Knowledge of the CompanyCompany Group Members, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) was located at, on or under any facility property currently or formerly owned, operated, operated or leased or controlled by any of the Company Group Members that would reasonably be expected to give rise to any cost, liability or have been Released at, on or obligation of any of the Company Group Members under any facility Environmental Laws, (d) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored or controlled handled by any of the Company Group Members, and no Hazardous Material has been transported to or Released at any location, or exposed to any Person, in a manner that would has given or would give rise to any cost, liability or obligation of any of the Company Group Members under any Environmental Laws, and (except as may be allowed by permite) andthere are no agreements in which any of the Company Group Members has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws, which has not been made available to the knowledge of Commitment Parties prior to the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertydate hereof.

Environmental. (a) Except as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, : (i) the Company is and its Subsidiaries are and, since December 31, 2012, have been in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, including possessing and hascomplying with the terms of all Company Permits required for their operations under applicable Environmental Laws; (ii) as of the date of this Agreement, and there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries; (iii) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in compliance with, all permits required actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental LawsLaw, each of which violation or liability is in full force and effect, unresolved; (iii) (aiv) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are no pending Proceedings reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law; (v) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any Environmental Laws affecting the Companyreal property, (b) the Company has not received any demandplant, claim building or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property formerly owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled operated by the Company or have been Released atany of its present or past Subsidiaries or any of their respective predecessors, on was during time of such ownership, lease or under operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any facility ownedEnvironmental Law; and (vi) none of the products manufactured, operated, leased distributed or controlled sold by the Company (except as may be allowed by permit) and, to the knowledge or any of the Company, none its present or past Subsidiaries or any of the facilities owned, operated, leased their respective predecessors contained asbestos or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyasbestos-containing material.

Environmental. Except as would notfor any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect, : (i) the Company is all facilities and operations of ▇▇▇▇▇▇▇ have been conducted, and are now, in material compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws▇▇▇▇▇▇▇ is in possession of, and has, and is in compliance with, all permits Environmental Permits that are required under any applicable Environmental Laws, each of which to conduct its business as it is in full force and effect, now being conducted; (iii) (a) there are no pending Proceedings environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation portion of any Environmental Laws currently or formerly owned, leased, used or otherwise controlled property, interests and (c) rights or relating to the knowledge operations and business of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) ▇▇▇▇▇▇▇ and, to the knowledge of ▇▇▇▇▇▇▇, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the Companyfuture as a result of any activity in respect of such property, none interests, rights, operations and business; (iv) ▇▇▇▇▇▇▇ is not subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of ▇▇▇▇▇▇▇, there are no changes in the status, terms or conditions of any Environmental Permits held by ▇▇▇▇▇▇▇ or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the facilities ownedtransactions contemplated herein or the continuation of the business of ▇▇▇▇▇▇▇ following the Effective Date; (vi) ▇▇▇▇▇▇▇ has made available to Mountain all material audits, operatedassessments, leased investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ is not subject to any past or controlled by present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyaggregate, constitute a ▇▇▇▇▇▇▇ Material Adverse Effect.

Environmental. Except as disclosed in any Camden SEC Report, any Phase I Environmental Site Assessment prepared by or for the benefit of Camden, or in Section 6.12 of the Disclosure Schedule: (a) To the knowledge of Camden, each of Camden and its subsidiaries, any Participation Facilities and any property in which Camden or any of its subsidiaries holds a security interest, and where required by the context, the Loan Properties, are, and have been, in material compliance with all applicable environmental laws and with all rules, regulations, standards and requirements of the EPA and of state and local agencies with jurisdiction over pollution or protection of the environment. (b) There is no suit, claim, action or proceeding pending or, to the knowledge of Camden and its subsidiaries, threatened, before any Governmental Entity or other forum in which Camden or any of its subsidiaries or, to the knowledge of Camden, any Participation Facility has been or, with respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of any Hazardous Materials or Oil whether or not occurring at or on a site owned, leased or operated by Camden or any of its subsidiaries or any Participation Facility, except as have not been or would not be material. (c) To the knowledge of Camden, there is no suit, claim, action or proceeding pending or threatened, before any Governmental Entity or other forum in which any Loan Property has been or, with respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment of any Hazardous Material or Oil whether or not occurring at or on a site owned, leased or operated by a Loan Property, except as have not been or would not be material. (d) Neither Camden nor any of its subsidiaries, nor to their knowledge any Participation Facility or any Loan Property, has received any notice regarding a matter on which a suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be based. No facts or circumstances have come to Camden s nor any of its subsidiaries attention which have caused it to believe that a material suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be expected to occur. (e) To the knowledge of Camden, during the period of (i) Camden s and its subsidiaries ownership or operation of any of their respective current properties, (ii) Camden s and its subsidiaries participation in the management of any Participation Facility, or (iii) Camden s and its subsidiaries holding of a security interest in a Loan Property, there has been no release or presence of Hazardous Material or Oil in, on, under or affecting such property of Camden or such Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to material. To the knowledge of Camden and its subsidiaries, prior to the Companyperiod of (Camden s and its subsidiaries ownership or operation of any of their respective current properties or any previously owned or operated properties, (y) Camden s and its subsidiaries participation in the management of any Participation Facility, or (z) Camden s and its subsidiaries holding of a security interest in a Loan Property, there was no release or presence of Hazardous Material or Oil in, on, under or affecting any such property, Participation Facility or Loan Property, except where such release or presence is no Proceedingnot or would not, notice either individually or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Responseaggregate, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertymaterial.

Environmental. Except as except to the extent that any violation or other matter referred to in this subsection would notnot reasonably be expected to result in a Papillon Material Adverse Event, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (i) Papillon and each member of the Company is in compliance with Papillon Group are and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is have been in compliance with, and are not in violation of, any Environmental Laws and none of Papillon or any of the Papillon Group has failed to report to the proper Regulatory Authority the occurrence of any event which is required to be so reported by any Environmental Laws; (ii) Papillon and each member of the Papillon Group have operated their respective business at all permits times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) Papillon and each member of the Papillon Group hold the Environmental Approvals required under any applicable Environmental LawsLaws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, each of which is all such Environmental Approvals are in full force and effect, (iii) (a) there are no pending Proceedings with respect and none of Papillon or any of the Papillon Group has received any notification from any Regulatory Authority pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received any demandundertaking, claim study, report, assessment, repairs, constructions or notice other expenditures are required to be made by it as a condition of violation of continued compliance with any Environmental Laws and Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (civ) to the knowledge of Papillon, none of Papillon or any member of the CompanyPapillon Group are subject to any past or present fact, there is no Proceeding, notice condition or demand letter or request for information threatened against the Company circumstance that could reasonably be expected to result in liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.Laws;

Environmental. Except as would notset forth in Schedule 4.18: (a) to Seller's knowledge, individually Seller is in compliance in all material respects with all Environmental Laws; (b) to Seller's knowledge, Seller has not generated, released, stored, used, treated, handled, discharged or disposed of any Hazardous Substance at, on, under, in or about any property leased or owned by Seller that is to be leased to Buyer under the aggregateHeadend Lease (the "Leased Property"), reasonably discharged any Hazardous Substance to or from any Leased Property or discharged any Hazardous Substance from any Leased Property into any ground or surface of water, directly or indirectly; (c) to Seller's knowledge, no release of Hazardous Substances outside any Leased Property threatens to migrate into, onto or under such property; (d) to Seller's knowledge, no underground storage tank is located on any Leased Property or has been removed from such property, and the Leased Property has not and is not being used as a gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes; (e) all wastes generated on any Leased Property are and have been discharged by Seller, in all material respects, in accordance with all Environmental Laws; (f) Seller has provided or has caused to be expected provided to have a Material Adverse Effect, Buyer copies of any and all (i) assessments, studies, reports or surveys relating to the Company is environmental conditions, including but not limited to, the presence or alleged presence of Hazardous Substances at or on any Leased Property, which are in compliance with and not subject to any known liability the possession or under applicable Environmental Laws (as defined below)the control of Seller, (ii) the Company has made all filings and provided all notices required under all applicable or other written materials that were received by Seller or any Affiliate from any governmental authority having power to administer or enforce any Environmental LawsLaw relating to any violations of Environmental Laws in respect of any Leased Property, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to notices that were received by Seller or any Environmental Laws affecting the Company, (b) the Company has not received Affiliate of any demand, claim by any person based on or notice of alleging a violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, Leased Property; (vg) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) there are no property or facility of the Company (a) is listed current or, to Seller's knowledge, pending, claims, administrative proceedings, judgments, declarations or orders relating to violation of Environmental Laws involving any Leased Property or to the knowledge presence of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) Substances at, on on, in or under any facility ownedLeased Property; (h) to Seller's knowledge, operated, leased or controlled by the Company or have been Released at, on or under no friable asbestos is present at any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyreal Leased Property.

Environmental. Except as would notexpressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, individually Carvana has not received any written notice or other written communication from any person (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, Regulated Substances or USTs, or remediation thereof, or possible liability of any Person (including without limitation, Carvana Lessee) pursuant to any Environmental Law, other environmental conditions in connection with the aggregateReal Property, reasonably be expected to or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. Carvana is fully familiar with the present use of the Property, and, after due inquiry, Carvana has become generally familiar with the prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Materials have a Material Adverse Effectbeen used, (i) handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Company is Property, except in De Minimis Amounts and in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasno Release or Threatened Release has occurred at or on the Property. The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any past or ongoing alterations or improvements at the Property, are and have been at all times, in compliance with all Environmental Laws. No further action is required to remedy any Environmental Condition or violation of, or to be in full compliance with, all permits required under any applicable Environmental Laws, each of which is and no lien has been imposed on the Property in full force and effectany federal, (iii) (a) there are no pending Proceedings state or local Governmental Authority in connection with respect to any Environmental Laws affecting Condition, the Company, (b) the Company has not received any demand, claim violation or notice of threatened violation of any Environmental Laws and (c) to or the knowledge presence of any Hazardous Materials on or off the Company, there Property. There is no Proceeding, notice pending or demand letter threatened litigation or request for information proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened against the Company under violation of any Environmental LawLaws or the presence, (iv) no Lien Release, Threatened Release or restriction has been recorded under placement on or at the Property of any Environmental Law with respect Hazardous Materials, or of any facts which would give rise to any assetssuch action, facility or property owned, operated, leased or controlled by the Company, (v) the Company nor has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company Carvana (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any state list employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive any Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) Laws at, on or under in connection with the Property or that there exists a presence, Release, Threatened Release or placement of any facility owned, operated, leased or controlled by the Company or have been Released at, Hazardous Materials on or at the Property, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on the Property; (b) received any notice under the citizen suit provision of any facility ownedEnvironmental Law in connection with the Property or any facilities, operatedoperations or activities conducted thereon, leased or controlled by any business conducted in connection therewith; or (c) received any request for inspection, request for information, notice, demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the Company (except as may be allowed by permit) and, to the knowledge violation or threatened violation of the Company, none of the facilities owned, operated, leased any Environmental Laws or controlled by the Company are adversely affected by any Release existence of Hazardous Materials originating relating to the Property or emanating from any facilities, operations or activities conducted thereon or any business conducted in connection therewith. (n) Information and Financial Statements. The financial statements and other propertyinformation concerning Carvana delivered by or on behalf of Carvana to VMRE are true, correct and complete in all material respects, and no material adverse change has occurred with respect to the information provided in any such financial statements, or other information provided to VMRE since the date such financial statements and other information were prepared or delivered to VMRE. Carvana understands that VMRE is relying upon such financial statements and information and Carvana represents that such reliance is reasonable. All such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and accurately reflect, as of the date of such statements, the financial condition of each entity to which they pertain.

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 4.1(p), (i) each of the Company and its Subsidiaries is and has been in compliance with all applicable Laws relating to the environment, human health and not subject safety, pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials (collectively, “Environmental Laws”) and have obtained and are in compliance with all Permits required for the operation of the Company or its Facilities and relating to any known liability under applicable Environmental Laws (as defined below), Laws; (ii) none of the Company or any of its Subsidiaries has made all filings and provided all received notice of or is the subject of any actions, causes of action, claims, investigations, demands, proceedings, complaints or notices required by any person alleging liability under all applicable or non-compliance with or relating to any Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, Law; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the CompanyHazardous Substance has been disposed of, (b) released or discharged by the Company has not received any demandor its Subsidiaries at, claim on, under or notice of violation of any Environmental Laws and (c) to within the knowledge currently owned, leased or operated real property of the Company, there is no Proceeding, notice Company or demand letter or request for information threatened against the Company under any Environmental Law, its Subsidiaries; (iv) no Lien polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or restriction has been recorded other disposal system or underground storage tank (active or inactive) is present at, on or under any Environmental Law with respect to any assets, facility or property owned, operatedleased or operated by the Company or any Subsidiary which were under the control of or in existence as a result of actions by the Company or any Subsidiary; (v) no property owned, leased or controlled operated by the Company, (v) Company or any Subsidiary nor any property to which the Company has not received notice that it has been identified or any Subsidiary has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to Seller’s Knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as a potentially responsible party under defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)amended, and any rules or regulations promulgated thereunder) or on any comparable similar federal, state law, or foreign list of sites requiring investigation or clean up; (vi) neither the Company nor any Subsidiary owns, leases or operates or has owned, leased or operated any property in New Jersey or Connecticut; (vii) there are no Environmental Liabilities; and (viii) there has been no environmental investigation, study, audit, test, review or other analysis conducted of which Seller has knowledge in relation to the current or prior business of the Company or any Subsidiary or any property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA now or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility previously owned, operated, leased or controlled operated by the Company or have any Subsidiary which has not been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, delivered to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyParent.

Environmental. Except as would not(a) To the Company’s knowledge, individually the operations and properties of the Company and each other TiVo Party comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or in the aggregatecosts, reasonably be expected to have a Material Adverse Effect, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company is in compliance with and not or any other TiVo Party or any of their respective properties or (ii) cause any such property to be subject to any known liability under applicable Environmental Laws (as defined below)restrictions on ownership, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsoccupancy, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim use or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company transferability under any Environmental Law. (b) To the Company’s knowledge, (iv) no Lien none of the properties currently or restriction has been recorded under any Environmental Law with respect to any assets, facility formerly owned or property owned, operated, leased or controlled operated by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) other TiVo Party is listed or, to the knowledge of the Company, or proposed for listing on the National Priorities List under CERCLA NPL or on the CERCLIS or any state list of hazardous substance sites requiring cleanupanalogous foreign, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authoritylist or is adjacent to any such property; to the Company’s knowledge, (vii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being released (as defined below) ator have been treated, stored or disposed on any property currently owned or under any facility owned, operated, leased or controlled operated by the Company or have been Released atany other TiVo Party or, to its knowledge, on any property formerly owned or under any facility owned, operated, leased or controlled operated by the Company or any other TiVo Party; to the Company’s knowledge, there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any other TiVo Party; to the Company’s knowledge, and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by the Company or any other TiVo Party. (except as may be allowed by permitc) Neither the Company nor any other TiVo Party is undertaking, and has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and, to the knowledge of the Company’s knowledge, none of the facilities ownedall Hazardous Materials generated, operatedused, leased treated, handled or controlled stored at, or transported to or from, any property currently or formerly owned or operated by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyTiVo Party have been disposed of in a manner not reasonably expected to result in material liability to the Company or such TiVo Party.

Environmental. Except as would notset forth on EXHIBIT 7.21, individually or in to the aggregate, reasonably be expected to have a Material Adverse Effect, Sellers' Best Knowledge: (i) the The Company is in compliance with and not subject to any known judicial or administrative proceeding, claim, suit, obligation, order, judgment, decree or settlement alleging or addressing a violation of or liability under any Environmental Laws. (ii) There has been no Release at or affecting the Covered Properties except in full compliance with Environmental Laws, nor has the Company filed any notice under any applicable Environmental Laws (as defined below), a) reporting such Release (ii) the Company has made all filings and provided all notices required under all except Releases in compliance with applicable Environmental Laws) into or out of any of the Covered Properties; or (b) indicating past or present treatment, and has, and is in compliance with, all permits storage (except as required under by law) or disposal of a hazardous waste at or on the Covered Properties; or (c) reporting a material violation by Company of any applicable Environmental Laws, each of which is in full force and effect, Law. (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the The Company has not received any demandwritten notice, claim request for information, citation, summons, judgment, order, letter, or notice of violation other documents, and no complaint has been filed and served, no penalty has been assessed, and no investigation or review is pending against the Company or has been threatened by any Authority or third party that is related in any way to (a) any violation, alleged violation, liability or alleged liability by the Company of any Environmental Laws and Laws; (cb) to the knowledge any violation or liability of the Company, there is no Proceeding, notice or demand letter or request for information threatened against any person other than the Company under any Environmental LawLaws which violation or liability arose from any act or omission related to the business activities at the Covered Properties; or (3) the presence of any Hazardous Materials at, on, in, or under the Covered Properties. (iv) no Lien or restriction The Company is not in violation of, nor has the Company been recorded under in violation of, any Environmental Law Law. In addition, the business and activities of the Company are being conducted in compliance in all material respects with respect to all requirements of Environmental Laws, including fulfilling any assetsrequirements for the filing with any Authority or other third party of any statement, facility report, information, or property ownedform required by law, operated, leased and all requirements of any Authority having jurisdiction over the business or controlled by activities of the Company, Company under Environmental Laws. (v) The Company currently possess all material environmental licenses and permits and have filed all material registrations, reports, and other documents required under Environmental Laws by any Authority in connection with the business. The Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responseis in material compliance with all such licenses, Compensation permits, and Liability Act of 1980approvals, as amended (“CERCLA”)and there are no proceedings pending, or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Sellers, threatened, which may result in the Companylimitation, proposed for listing on the National Priorities List under CERCLA termination, cancellation, or suspension, or any state list of hazardous substance sites requiring cleanupmaterial adverse modification of, any such license, permit, or approval. (vi) There are no Hazardous Materials present at, on, in, or under the Covered Properties in any amount or concentration that exceeds any applicable standard established under Environmental Laws; and (b) is listed in there are no underground storage tanks present at the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyCovered Properties.

Environmental. Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) All operations of the Company and its Subsidiaries are in compliance with all applicable Laws relating to the protection of the environment, health or safety (collectively “Environmental Laws”); (b) None of the Company or any of its Subsidiaries: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)proceeding or order which relates to environmental, health or safety matters, and which would require any material work, repairs, construction or expenditures; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companynotice, there is no Proceeding, notice or demand letter or request for information threatened against or written communication alleging the Company breach of or liability under any Environmental Law, including with respect to any regulations respecting the use, storage, treatment, transportation, Release or disposition of any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law (iv“Hazardous Substances”); or (iii) no Lien has received written notice, or restriction has been recorded to the Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law with respect that would be applicable to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility operations of the Company or any of its Subsidiaries and which may require any material expenditure; (ac) (i) The Company and each of its Subsidiaries have obtained and are in compliance with all permits, licenses, emissions credits or allowances and any other authorizations of any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”) necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing, and (iii) none of the Company or any Subsidiary is listed aware of or has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit; (d) There are no Environmental Claims pending or, to the knowledge Knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupthreatened, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by against the Company or have been Released at, on any of its Subsidiaries or under against any facility owned, operated, leased property or controlled by operations that the Company (except as may be allowed by permit) andor any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the knowledge Knowledge of the Company, none of the facilities formerly owned, operated, leased or controlled by operated, in whole or in part; and (e) There have been no Releases of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company are adversely affected or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has or may have, retained or assumed, either contractually or by any Release operation of Hazardous Materials originating or emanating from any other property.Law. SECTION

Environmental. Except as described in or contemplated by the Prospectus, and except as would not, individually or in the aggregate, not otherwise reasonably be expected to have a Material Adverse Effect, (iA) the Company and each of its subsidiaries is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (iiB) the Company and each of its subsidiaries has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectLaw, (iiiC) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingcivil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the best knowledge of the Company, threatened against the Company or any of its subsidiaries under any Environmental Law, (ivD) no Lien lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, operated or leased or controlled by the CompanyCompany or any of its subsidiaries, (vE) neither the Company nor any of its subsidiaries has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”"), or any comparable state law, (viF) no property owned or facility of operated by the Company or any of its subsidiaries is (ai) is listed or, to the best knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (bii) is listed in the Comprehensive Environmental Response, Compensation, Compensation and Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (viiG) no Hazardous Materials are being released (as defined below) atneither the Company nor any of its subsidiaries is subject to any order, on decree or agreement requiring, or otherwise obligated or required to perform any response or corrective action under any facility ownedEnvironmental Law, operated(H) there are no past or present actions, leased occurrences or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.operations

Environmental. Except as would not, individually or in set forth on Section 3.21(a) of the aggregate, reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (ia) the Company is Entities are, and since December 31, 2016 have been, in compliance in all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) the Company has not received any demand, claim or notice of violation of any Entities possess all material Permits required pursuant to Environmental Laws for their occupancy of their owned, leased, or operated real property (including the Leased Real Property) or their operation of their business, all such Permits are valid and in full force and effect in all material respects, and the Company Entities are, and since December 31, 2016 have been, in compliance in all material respects with all such Permits; (c) no Company Entity has received any written notice, demand, or claim, which remains unresolved, alleging any material violation of, or material Liability under, Environmental Laws or Permits required pursuant to Environmental Laws; (d) there are no material Actions pending or, to the knowledge Knowledge of the Company, there threatened in writing against any Company Entity before or by any Governmental Entity under Environmental Laws, and no Company Entity is subject to any material outstanding Order of any Governmental Entity under Environmental Laws; (e) no ProceedingCompany Entity has generated, notice treated, stored, released, disposed of, arranged for or demand letter permitted the disposal of, transported, arranged for or request for information threatened against permitted the transportation of, handled, designed, manufactured, sold, marketed, distributed, or exposed any Person to any Hazardous Substance, or owned or operated any facility or real property which is contaminated by any Hazardous Substance, in each case so as to give rise to any material Liability to the Company Entities under Environmental Laws; (f) except as may be set forth in the Leases, no Company Entity has entered into any Environmental Law, (iv) no Lien Contract that requires it to assume or restriction has been recorded under any Environmental Law provide an indemnity with respect to any assets, facility or property owned, operated, leased or controlled by the Company, material Liabilities of any other Person arising under Environmental Laws for which a Company Entity would not otherwise be liable; and (vg) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental ResponseEntities have made available to Buyer copies of all material environmental reports, Compensation compliance audits and Liability Act of 1980site assessments, as amended (“CERCLA”), and other material environmental documents relating to any Company Entity or any comparable state lawof its current or former real properties, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials each case which are being released (as defined below) at, on in their possession or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertytheir reasonable control.

Environmental. Except as would notset forth in Schedule 4.15: (a) The Assets that are operated by any Seller or its Affiliates, individually or in and to Seller’s Knowledge, the aggregateAssets operated by Third Party operators, reasonably be expected to have a Material Adverse Effect, (i) the Company is are in compliance with Environmental Laws in all material respects (other than any non-compliance that has been previously cured or otherwise resolved in accordance with applicable Environmental Laws); (b) During the past three (3) years, there has been no release of Hazardous Substances on or from the Assets operated by any Seller or its Affiliates, or, to Seller’s Knowledge from any Asset not operated by any Seller or its Affiliates, for which there are outstanding material investigative or remediation obligations under Environmental Laws and for which remedial or corrective action has not subject been taken pursuant to any known liability Environmental Laws or that has not been previously cured or otherwise resolved in accordance with applicable Environmental Laws; (c) Seller and, to Seller’s Knowledge, each Third Party operator of the Assets has obtained and is maintaining in full force and effect (and, to the extent applicable, has timely filed applications to renew) all permits, certificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership or operation of the Assets as currently owned and operated by any Seller, the applicable Third Party operator and their respective Affiliates (as defined belowthe “Environmental Permits”), in all material respects, and (i) no action, suit, or proceeding is pending or threatened to suspend, revoke or terminate any such Permit or declare any such Environmental Permit invalid and (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or written notice of violation of the terms of such Environmental Permits has been received by Seller or its Affiliates or, to Seller’s Knowledge any Third Party operator, the resolution of which is outstanding as of the Execution Date; (d) No Seller or any of its Affiliates has entered into and the Assets operated by any Seller or its Affiliates are not subject to, and, to Seller’s Knowledge, no Third Party operator has entered into, and the Assets operated by any Third Party are not subject to, any agreements, consents, orders, decrees or judgments of any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and (c) that relate to the knowledge current or future use, ownership or operation of any of the CompanyAssets; (e) No Seller or any of its Affiliates, there is and, to Seller’s Knowledge, no ProceedingThird Party operator, has received written notice from any Person of (i) any material violation of, alleged material violation of or demand letter or request for information threatened against the Company under material non-compliance with any Environmental LawLaws relating to the Assets or (ii) any release or disposal of any Hazardous Substance concerning any land, facility, asset or property included in the Assets, in each case, that has not been previously cured or otherwise resolved and for which any Seller or its Affiliates, and to Seller’s Knowledge any Third Party operator, has no further material obligations outstanding; (ivf) no Lien No Seller or restriction has been recorded any of its Affiliates is subject to any outstanding and unsatisfied judgment, order, consent order, injunction, decree, or writ of any Governmental Authority under any Environmental Law Laws as of the Execution Date with respect to the Assets that would (i) materially restrict the future use of any assets, facility of the Assets as currently operated or property owned, operated, leased or controlled (ii) require any material change in the present use of any of the Assets; and (g) Copies of all final written reports of environmental site assessments and/or compliance audits by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act Third Party on behalf of 1980, as amended (“CERCLA”), any Seller or any comparable state lawof its Affiliates or that are otherwise in any Seller’s or any of its Affiliates’ possession or control, in each case, that have been prepared in the five (vi5) no property or facility of the Company (a) is listed or, years prior to the knowledge of the CompanyExecution Date have been, proposed for listing on the National Priorities List under CERCLA in each case, provided or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant made available to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, Purchaser prior to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyExecution Date.

Environmental. Except as set forth in Schedule 3.13: (a) to the Knowledge of any of the Companies, the Companies are and, for the past five years, have been in material compliance with all Environmental Laws and the Companies have, maintain in full force and effect and are in material compliance with, all Environmental Permits for the Companies to own, lease and operate their properties and to carry on their businesses as currently conducted, except where the failure to so comply with Environmental Laws or to obtain and comply with such Environmental Permits would not, individually or not result in Environmental Liabilities that could reasonably be expected to exceed One Hundred Thousand Dollars ($100,000) in the aggregate, and all such Environmental Permits held by the Company are valid, uncontested and in good standing; (b) to the Knowledge of the Companies, the Real Property and any Real Property previously owned, leased or operated by the Companies or any Company or business acquired by any of the Companies, is free of contamination by Hazardous Substances that could reasonably be expected to have a Material Adverse Effect, result in Environmental Liabilities in excess of One Hundred Thousand Dollars (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws $100,000); (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (ac) there are no investigations, claims or proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge Knowledge of the CompanyCompanies, proposed for listing on threatened against any of the National Priorities List under CERCLA Companies or any state list Real Property or, to the Knowledge of hazardous substance sites requiring cleanupthe Companies, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility Real Property previously owned, operated, leased or controlled operated by the Companies or any Company or have been Released atbusiness acquired by any of the Companies, on with respect to violations of or potential liability under any facility owned, operated, leased Environmental Laws or controlled by Environmental Permits; (d) none of the Company (except as may be allowed by permit) andCompanies, to the knowledge Knowledge of the CompanyCompanies, none have entered into or assumed by contract or operation of law or otherwise, any material obligation, liability, order, settlement, judgment or decree relating to or arising under Environmental Laws; and (e) the Companies have provided to Buyer copies of all existing environmental reports, reviews and audits in the Companies’ possession and all written information pertaining to actual or potential material Environmental Liabilities, in each case relating to any of the facilities ownedCompanies, operated, leased any predecessor or controlled by the Company are adversely affected any company or business acquired by any Release of Hazardous Materials originating or emanating from any other propertythe Companies, and in each case in the Companies’ possession.

Environmental. Except as would disclosed in the Disclosure Letter or to the extent that any violations or other matters referred to in this subparagraph do not, individually or in the aggregate, and would not reasonably be expected to, expose Pengrowth to have a Material Adverse Effectliability in excess of an amount of $1,000,000 for any individual violation or matter or $5,000,000 in the aggregate (and in the case of properties for which Pengrowth is not the operator, to Pengrowth’s knowledge): (i) to the Company best of its knowledge, Pengrowth is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) Pengrowth has operated its business at all times and has received, each handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws of the time; (iii) to the knowledge of Pengrowth and except as disclosed in the Disclosure Letter, there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Pengrowth, or on or underneath any location which is currently owned or leased by Pengrowth, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Pengrowth which Pengrowth has notice; (v) Pengrowth has not received written notice of any orders or directives from any Governmental Authority related to Environmental Liabilities which require any work, repairs, construction or capital expenditures which have not been complied with in all material respects; (vi) Pengrowth has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vii) Pengrowth holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, all Environmental Approvals are in full force and effect, and Pengrowth has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (aviii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Pengrowth, threatened claims or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Pengrowth currently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) otherwise used; and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would notset forth on Schedule 3.15: (a) To the Company's Knowledge, individually there has not been, as of the date hereof, any "release" (as defined in 42 U.S.C. ss. 9601(22)) of any "hazardous waste" (as defined in 42 U.S.C. ss. 9601(14)) or in oil on or about any of the aggregatereal property currently or previously owned, reasonably be expected to have a Material Adverse Effectleased or operated by the Company). (b) To the Company's Knowledge, (i) the Company has not by contract, agreement or otherwise arranged for disposal or treatment, or arranged with a transporter for the transport for disposal or treatment, of hazardous waste at any "facility" (as defined in 42 U.S.C. ss. 9601(9)) owned or operated by another person or entity. (c) To the Company's Knowledge, the Company has not accepted any hazardous waste for transport to disposal or treatment facilities or sites selected by the Company. (d) To the Company's Knowledge, as of the date hereof, the Company and its use of its real property is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawslaws, rules and hasregulations of any federal, and is state or local governmental authority relating to environmental protection, underground storage tanks, toxic waste, hazardous waste, oil or hazardous substance handling, treatment, storage, disposal or transportation or arranging therefor, products or materials previously or now located on, delivered to, transmitted from, or in compliance withtransit to or from, such real property. (e) To the Company's Knowledge, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company's past disposal practices relating to hazardous waste have been accomplished in accordance in all material respects with applicable laws, rules, regulations and ordinances. (bf) To the Company's Knowledge, the Company has not received any demand, claim or notice of violation been notified of any Environmental Laws and (c) to the knowledge potential liability of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to the clean-up of any assets, facility or property owned, operated, leased or controlled by waste disposal site and has no information to the Company, (v) the Company has not received notice effect that any site at which it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list disposed of hazardous substance sites requiring cleanup, (b) waste or oil has been or is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained under investigation by any federal, state or local governmental authoritybody, (vii) no Hazardous Materials are being released (as defined below) at, on authority or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyagency.

Environmental. (a) Except as would notset forth on Schedule 3.14(a), individually no amounts of Hazardous Materials have been spilled, discharged, released, pumped, disposed of or in the aggregateallowed to escape or migrate into (each, reasonably be expected to have a Material Adverse Effect, (i"Release") the Company is in compliance with and not subject environment or on or to any known real property (including the soil and subsurface thereof) owned or leased by PFMI, the Company or any of the Subsidiaries in such a manner as to give rise to any material liability under applicable any Environmental Laws Law. (b) Except as defined below)set forth on Schedule 3.14(b) PFMI, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsthe Subsidiaries have obtained and complied, and hasare in compliance, and is in compliance all material respects with, all material permits or authorizations required under any applicable Environmental Laws to operate their facilities, assets and business; and PFMI, the Company and the Subsidiaries (and their respective predecessors) comply, and have complied in all material respects with all Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and . (c) Except as set forth on Schedule 3.14(c), no claim or legal or administrative proceeding is pending or, to Shareholders' Knowledge, threatened and, to the knowledge Knowledge of the CompanyShareholders, there is no Proceedinginvestigation pending or threatened, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (vA) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act presence or alleged presence of 1980, as amended any Release or threatened Release of Hazardous Materials or (“CERCLA”)B) any material violation or alleged violation of, or any comparable state lawmaterial liability or alleged liability under, (vi) no property or facility of the Company any Environmental Laws, in either case relating to (a) is listed orany real property currently or formerly owned or leased by PFMI, to the knowledge Company or any of the Company, proposed for listing on the National Priorities List under CERCLA Subsidiaries (or any state list of hazardous substance sites requiring cleanup, their respective predecessors) or (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or any of their operations thereon. (d) Except as set forth on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the CompanySchedule 3.14(d), none of the facilities ownedfollowing exists at any property or facility currently owned or operated by PFMI, operated, leased or controlled by the Company are adversely affected or any of the Subsidiaries: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls or ozone-depleting substances; or (4) landfills, surface impoundments, or disposal areas. (e) Except as set forth on Schedule 3.14(e), none of PFMI, the Company or any of the Subsidiaries, or any of their respective predecessors have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, marketed, exposed any persons to or released any Hazardous Materials, or owned or operated any property or facility so as to give rise to any material liabilities under any Environmental Laws for fines or penalties, for personal injury, nuisance, property damage or damage to natural resources, or for related costs of environmental investigation or cleanup. (f) Except as set forth on Schedule 3.14(f), none of PFMI, the Company or any of the Subsidiaries have, either expressly or by operation of law, assumed or undertaken any Release liability of Hazardous Materials originating or emanating from any other propertyPerson relating to Environmental Laws, including without limitation any obligation for corrective or remedial action. (g) All written environmental audits, reports and other material environmental documents relating to the past or current properties, facilities or operations of PFMI, the Company, any of the Subsidiaries, or their respective predecessors, which are in their possession or under their reasonable control, have been made available to Buyer.

Environmental. Except as would notset forth on Schedule 7.18 and except as expressly disclosed in any Environmental Site Assessments: 7.18.1. The real property and facilities owned, individually or operated, and leased by the Acquired Companies and the operations of the Acquired Companies thereon comply in the aggregateall material respects with, reasonably be expected to have a Material Adverse Effect, and (i) the Company is in other than non-compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)that has been corrected and for which the Acquired Companies have no further Liability under Environmental Laws) have at all times complied in all material respects with, (ii) all Environmental Laws. 7.18.2. No judicial proceedings are pending or, to the Knowledge of ConAgra, threatened against any Acquired Company has made all filings and provided all notices required under all applicable alleging the violation of any Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no administrative proceedings pending Proceedings with respect or, to the Knowledge of ConAgra, threatened against any Environmental Laws affecting the Acquired Company, (b) alleging the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge no notice from any Governmental Authority or any private or public person has been received by any Acquired Company claiming any violation of the any Environmental Laws in connection with any real property or facility owned, operated or leased by any Acquired Company, there is no Proceedingor requiring any remediation, notice clean-up, modification, repairs, work, construction, alterations or demand letter installations on or request for information threatened against the in connection with any real property or facility owned, operated or leased by any Acquired Company under any Environmental LawLaws and that have not been complied with or otherwise resolved to the satisfaction of the party giving notice. 7.18.3. Schedule 7.18.3(a) lists all material permits, registrations, licenses, authorizations and similar instruments (iv"Environmental Permits") no Lien required to be obtained or restriction has been recorded filed by each Acquired Company under any Environmental Laws in connection with its operations, including, without limitation, those activities relating to the generation, use, storage, treatment, disposal, release or remediation of Hazardous Materials. All Environmental Permits have been duly obtained or filed, and each Acquired Company is in compliance and at all times has complied in all material respects with the terms and conditions of all such Environmental Permits; and, except as set forth on Schedule 7.18.3(b), the consummation of the transactions contemplated by this Agreement will not result in the termination of any Environmental Permits or require any Acquiring Company or Acquired Company to replace or amend any Environmental Permit. 7.18.4. All Hazardous Materials used or generated by any Acquired Company or any of its predecessors on, in, or under any of the owned, operated or leased real property or facilities are and have at all times been generated, stored, used, treated, disposed of and released by such persons or on their behalf in such manner as not to result in any material Environmental Costs or Liabilities. 7.18.5. There are not now on, in or under any property or facilities owned, leased, or operated by any Acquired Company any Hazardous Materials that are in a condition that materially violates any Environmental Law with respect or that reasonably could be expected to require material remediation under any Environmental Laws and there are not now, on, in or under property or facilities previously owned, leased, or operated by any Acquired Company any Hazardous Materials that were disposed of during the ownership of, lease of, or operation by such Acquired Company and that are in a condition that materially violates any Environmental Law or that reasonably could be expected to require material remediation under any Environmental Law. 7.18.6. Acquisition LP has been given access to review all reports, surveys and site assessments of which ConAgra has Knowledge and possession or access to that relate to environmental investigations, surveys, audits or assessments that have been conducted and relate to any assetsof the Businesses or properties previously or currently owned (including, facility or property ownedwithout limitation, operated, leased or controlled properties to be transferred hereunder) by any of the Company, (v) the Acquired Companies. 7.18.7. No Acquired Company has not received notice that any notification from any source advising such Acquired Company that: (A) it has been identified as is a potentially responsible party under CERCLA or any other Environmental Laws; (B) any real property or facility currently or previously owned, operated, or leased by it is identified or proposed for listing as a federal National Priorities List ("NPL") (or state-equivalent) site or a Comprehensive Environmental Response, Compensation and Liability Information System ("CERCLIS") list (or state-equivalent) site; and (C) any facility to which it has every transported or otherwise arranged for the disposal of Hazardous Substances is identified or proposed for listing as an NPL (or state-equivalent) site or CERCLIS (or state-equivalent) site. 7.18.8. Except as set forth on Schedule 7.18.8, to ConAgra's Knowledge the average daily flow of process wastewater generated at any real property or facilities currently owned by any of the Acquired Companies (including those that are to be transferred to the Acquired Companies pursuant to Sections 2.1.6 or 2.1.17) does not constitute more than ten percent (10%) of the average daily flow of influent wastewater at any "publicly owned treatment works" (as that term is defined in 40 C.F.R. ss. 403.3(o)) to which such wastewater is delivered. Except as set forth on Schedule 7.18.8, to the Knowledge of ConAgra, each publicly owned treatment works treating wastewater generated from such real property or facilities is in compliance in all material respects with such publicly owned treatment work's current wastewater discharge permit. Except as set forth on Schedule 7.18.8, in connection with the Businesses, other than authorizations under which wastewater generated by an Acquired Company is discharged to a public owned treatment works, neither ConAgra nor any Acquired Company has agreed or been requested to, nor, to the Knowledge of ConAgra, is any Acquired Company expected to be requested to, enter into any enforceable commitment or guarantees regarding the use of or financing of any publicly owned treatment works. 7.18.9. (i) "Environmental Laws" mean all currently existing foreign, federal, state and local laws, statutes, codes, ordinances, rules, regulations, orders, decrees, determinations, common law, judgments or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to pollution, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), natural resources and public or employee health and safety or protection of human health as it relates to the environment, including laws and regulations relating to Releases or threatened Releases of Hazardous Materials, or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, transport, handling of or exposure to Hazardous Materials, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”"), or any comparable state lawthe Superfund Amendments and Reauthorization Act of 1986, (vi) no property or facility as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, The Oil Pollution Act of 1990, as amended, the Safe Drinking Water Act, as amended, the Hazardous Material Transportation Act, as amended, the Toxic Substances Control Act, as amended, the Federal Insecticide Fungicide and Rodenticide Act, the New South Wales Contaminated Land Management Act of 1997, the New South Wales Protection of the Company (a) is listed orEnvironment Operations Act of 1997, to the knowledge New South Wales Environmental Planning and Assessment Act of 1979, the CompanyNew South Wales State Environmental Planning Policy 30-Intensive Agriculture, proposed for listing on the National Priorities List under CERCLA Queensland Environmental Protection Act of 1994 and other environmental conservation or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyprotection Laws.

Environmental. Except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect on Curis (except as with respect to clause (viii) below), to the knowledge of Curis: (i) Curis and each of the Company is Curis Subsidiaries are and have been in compliance with and is not subject to in violation of any known liability under applicable Environmental Laws (as defined below), Laws; (ii) Curis and each of the Company Curis Subsidiaries have operated their respective businesses at all times and has made generated, received, handled, used, stored, treated, shipped and disposed of all filings Hazardous Substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Curis or any of the Curis Subsidiaries, or from the assets or operations of Curis or any of the Curis Subsidiaries’ assets or operations, except in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and provided all notices required under all applicable remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Curis or any of the Curis Subsidiaries; (v) neither Curis nor the Curis Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Curis and has, and is in compliance with, each of the Curis Subsidiaries hold all permits Environmental Approvals required under any applicable Environmental LawsLaws in connection with the operation of their respective businesses as presently conducted and the ownership and use including rehabilitation of their respective assets as presently conducted, each of which is all such Environmental Approvals are in full force and effect, and neither Curis nor the Curis Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (avii) there are no pending Proceedings changes in the status, terms or conditions of any Environmental Approvals held by Curis or any of the Curis Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Curis or any of the Curis Subsidiaries following the Effective Date; (viii) Curis and each of the Curis Subsidiaries have made available to Taseko all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or control with respect to any Environmental Laws affecting the Companyenvironmental, health and safety matters; and (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (cix) to the knowledge of Curis, none of Curis or the CompanyCuris Subsidiaries is subject to any past or present fact, there is no Proceeding, notice condition or demand letter or request for information threatened against the Company circumstance that could reasonably be expected to result in liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. Except Borrower shall, and shall cause each of its Restricted Subsidiaries to: (a) (i) comply in all material respects with, and require compliance in all material respects by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain all Environmental Permits necessary for its operations as conducted; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted, with respect to any property leased or subleased from, or operated by Borrower or its Restricted Subsidiaries. For purposes of this Section 7.10(a), noncompliance with the foregoing provisions shall not constitute a breach of this covenant; provided that, upon learning of any actual or suspected noncompliance, Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance; provided, further, that in any case such noncompliance would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; and (b) comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the Company is failure to comply would not reasonably be expected to result in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), a Material Adverse Effect or (ii) the Company as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has made all filings been timely and provided all notices required under all applicable Environmental Laws, and has, properly taken and is being diligently pursued in compliance with, all permits required under any applicable Environmental Laws, each good faith; and (z) if the effectiveness of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company such order or directive has not received any demandbeen stayed, claim the failure to comply with such order or notice directive during the pendency of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice such appeal or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.contest would not

Environmental. Except as would not(A) Copies of all existing assessments, individually or audits and reports and the written results of any investigations, tests and/or inspections relating to the environmental condition of the Property (and including but not limited to any investigations, tests and/or inspections relating to the Irradiation Equipment) in the aggregate, reasonably be expected possession or control of the Vendor have been delivered to have a Material Adverse Effect, the Purchaser as part of the Vendor Deliveries; (B) The Vendor is not aware that (i) any underground storage tanks are now located on the Company is in compliance with Property, and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company Property has made all filings and provided all notices required under all applicable Environmental Lawsever been used as a landfill site or to store, and haseither above or below ground, and is in compliance withgasoline, all permits required under oil or any applicable Environmental Laws, each of which is in full force and effect, other Hazardous Substance; (iiiC) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company The Vendor has not received any demandwritten notice from any Governmental Authority of non-compliance with Environmental Laws; (D) The Vendor has not used the Property, claim or permitted it to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, deposit, transfer, produce or process Hazardous Substances except in compliance, in all material respects, with all Environmental Laws; (E) In connection with the Property the Vendor has never been convicted of an offence for non-compliance with any Environmental Laws or been fined or otherwise sentenced or settled such prosecution short of conviction; (F) The Vendor has not defaulted, in any material respect, in making any report required by any Environmental Law to any Governmental Authority on the happening of a substantial occurrence relating to the Property; (G) In connection with the Property, the Vendor has not caused or permitted, and has no knowledge of, the Release of any Hazardous Substances on the Property. All wastes and other materials and substances disposed of, treated or stored on or off site at the Property by the Vendor, whether hazardous or non-hazardous, have been disposed of, treated and stored in compliance, in all material respects, with all Environmental Laws; (H) In connection with the Property the Vendor has not received any written notice nor does it have knowledge of violation of any notice that it is a potentially responsible party for a federal, provincial, municipal or local clean-up site or correction action under any Environmental Law; (I) The Vendor has maintained all environmental and operating documents and records relating to the Property substantially in the manner and for the time periods required by any Environmental Laws and (c) to the has no knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility an environmental audit being conducted of the Company (a) is listed orProperty. For purposes of this clause, to an environmental audit shall mean any evaluation, assessment, study or test performed at the knowledge request of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authoritybehalf of a Governmental Authority, including, but not limited to, a public liaison committee; and (viiJ) no Hazardous Materials are being released (as defined below) atPrior to Closing, on or under any facility owned, operated, leased or controlled by the Company or Irradiation Equipment will have been Released at, on or under any facility owned, operated, leased or controlled by removed from the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any Purchased Lands in accordance with all Environmental Laws and all other propertyApplicable Laws.

Environmental. Except The Purchaser acknowledges and agrees that the Vendor makes no representations or warranties whatsoever, either expressed or implied, as would notto the existence or non-existence of any asbestos, individually PCBs, radioactive substances or any other substances, liquids or materials or contaminants which may be hazardous or toxic or require removal and disposal pursuant to the provisions of any applicable legislation (all of the foregoing being hereinafter called “Environmental Matters”) and that the Purchaser takes the Lands “as is” and relies upon its own investigations, if any, in this regard. From and after the aggregateclosing date of this transaction, reasonably the Lands shall be expected the sole risk of the Purchaser, and the Vendor, its successors and assigns, will have no further liability in respect of any Environmental Matters and the Purchaser covenants and agrees, such covenant to have a Material Adverse Effect, (i) the Company is in compliance with survive closing and not subject to merge on closing of this transaction, to indemnify and save harmless the Vendor in respect of any known liability under applicable Environmental Laws (as defined below)claims, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsdemands, and haslosses, and is damages, in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect way related directly or indirectly to any Environmental Laws affecting Matters and in respect of orders or claims, charges or requirements whatsoever of any Municipal, Provincial, Federal or other governmental body, board, commission, authority, department or Ministry, or employees, officials or representatives thereof. As of and from the Companydate of Closing, the Purchaser shall release the Vendor and its successors and assigns from and against all losses, damages, claims, fines liabilities, actions, suits, in any way arising, directly or indirectly by reason of the presence on the Lands of any containment, pollutant, dangerous substance wastes (liquid or solid) or toxic substance or the escape thereof in the air or onto adjacent properties or lands including rivers, streams, and ground waters, (b) collectively the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLASubstances”), whether produced, created or generated before or after Closing and such indemnity shall include any order, decree, judgment or demand under law, regulation or order applicable thereto; and The Purchaser, its successors and assigns, hereby agree to indemnify and hold harmless the Vendor, its affiliates, their successors and assigns from any and all costs, claims demands, liabilities and damages arising out or in any way connected with any state, quality or condition in, or of, the Lands, including, but not limited to, the existence of any substances existing as of, or prior to the date of Closing and thereafter, whether environmental or otherwise, whether imposed by law, equity or any comparable state federal, provincial or municipal law, (vi) no property rules or facility regulations or by any regulatory authority. The provisions of section 4.4 shall survive and not merge on the completion of this transaction and any subsequent sale or transfer of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed Purchaser’s interest in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLands.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to To the knowledge of the CompanyCorporation: (a) except as described in Schedule 5.3(33), there the Corporation has been and is no Proceedingin all material respects in compliance with all Applicable Law, including orders, directives and decisions rendered by any Governmental Authority (the “Environmental Laws”) relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any deleterious substances or good, hazardous, corrosive or toxic substances or materials, special wastes, wastes or any other substances, the storage, disposal, discharge, treatment, remediation or release into the environment of which is prohibited, controlled or regulated (“Hazardous Substances”). (b) except as described in Schedule 5.3(33), the Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, any of its Assets (including the Leased Property) or facilities or any property or facility that it has at any time owned, occupied, managed, or controlled or in which it has at any time had a legal or beneficial interest to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) the Corporation has never received any notice or demand letter or request for information threatened against the Company under of, nor been prosecuted for, an offence alleging non-compliance with any Environmental LawLaws. There are no orders or directions relating to environmental matters requiring any work, (iv) no Lien repairs, construction or restriction has been recorded under any Environmental Law capital expenditures with respect to the Business or any assetsof the Corporation’s Assets, facility or property owned, operated, leased or controlled by nor has the Company, (v) the Company has not Corporation received notice that it has been identified of any of such orders or directions. (d) except as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”described in Schedule 5.3(33), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the CompanyCorporation, proposed for listing on there are no contaminants located on, at or under the National Priorities List under CERCLA Leased Property. (e) except as described in Schedule 5.3(33), the Leased Property (i) has never been used by any Person as a waste disposal site or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLAas a licensed landfill, or on any comparable list maintained by any state (ii) has never had asbestos, asbestos-containing materials, PCBs, radioactive substances or local governmental authorityaboveground or underground storage systems, (vii) no Hazardous Materials are being released (as defined below) atactive or abandoned, on located on, at or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company it. (f) except as may be allowed by permit) anddescribed in Schedule 5.3(33), to the knowledge of the CompanyCorporation, none no properties adjacent to the Leased Property are contaminated where such contamination could, if it migrated to a Leased Property, have a Material Adverse Effect on the Leased Property. (g) except as described in Schedule 5.3(33), the Corporation has not transported, removed or disposed of any waste to a location outside of Canada. (h) except as described in Schedule 5.3(33), the Corporation has not been required by any Governmental Authority to (i) alter the Leased Property in a material way in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any real property. (i) the Corporation’s Assets are capable of, and are not restricted by any Permit or Contract from, being operated at maximum daily and annual production capacity while remaining in compliance with Environmental Laws. (j) Schedule 5.3(33) lists all reports and documents relating to the environmental matters affecting the Corporation or the Leased Property which are in the possession or under the control of the facilities ownedCorporation. Copies of all such reports and documents have been provided to the Purchaser. To the knowledge of the Corporation, operated, leased there are no other reports or controlled documents relating to environmental matters affecting the Corporation or the Leased Property which have not been made available to the Purchaser whether by the Company are adversely affected by any Release reason of Hazardous Materials originating confidentiality restrictions or emanating from any other propertyotherwise.

Environmental. Except as would disclosed in the Disclosure Letter or to the extent that any violations or other matters referred to in this subparagraph do not, individually or in the aggregate, and would not reasonably be expected to, expose Pengrowth to have a Material Adverse Effectliability in excess of an amount of $1,000,000 for any individual violation or matter or $5,000,000 in the aggregate (and in the case of properties for which Pengrowth is not the operator, to Pengrowth’s knowledge): (i) to the Company best of its knowledge, Pengrowth is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) Pengrowth has operated its business at all times and has received, each handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws of the time; (iii) to the knowledge of Pengrowth and except as disclosed in the Disclosure Letter, there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Pengrowth, or on or underneath any location which is currently owned or leased by Pengrowth, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Pengrowth which Pengrowth has notice; (v) Pengrowth has not received written notice of any orders or directives from any Governmental Authority related to Environmental Liabilities which require any work, repairs, construction or capital expenditures which have not been complied with in all material respects; (vi) Pengrowth has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vii) Pengrowth holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, all Environmental Approvals are in full force and effect, and Pengrowth has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (aviii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Pengrowth, threatened claims or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Companyproperties of Pengrowth currently or formerly owned, proposed for listing on the National Priorities List under CERCLA leased, operated or any state list of hazardous substance sites requiring cleanup, otherwise used; and (bix) is listed there have been no fatal or critical accidents which have occurred in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant course of the operation of the business of Pengrowth in the past two years which might lead to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or charges under any facility owned, operated, leased Environmental Laws or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable occupational health and safety legislation.

Environmental. (a) Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, Schedule 3.14(a): (i) the The Company is and its properties and operations are in compliance in all material respects with Environmental Laws. (ii) The Company and its properties and operations are not subject to any known liability under applicable Environmental Laws (as defined below)pending or, (ii) to the Company has made all filings and provided all notices required under all applicable Knowledge of the Company, threatened proceedings or investigations by or before any Governmental Entity pursuant to Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, . (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the The Company has not received any written notice, notification, demand, claim request for information, citation, summons, complaint or notice of violation of any order pursuant to Environmental Laws and (c) relating to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against Company and asserting that the Company under has failed to comply in any material respect with any applicable Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the . The Company has not received any written notice that it has been identified as is a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any similar state or local governmental authority, law with respect to any on-site or off-site location. (viiiv) There has been no Release of Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, former Subsidiary (while such Subsidiary was owned by the Company) on any real property now or under any facility owned, operated, previously leased or controlled by the Company or any former Subsidiaries (while such Subsidiaries were owned by the Company) in respect of which a Governmental Entity has required or under Environmental Law may require any material remedial action. (b) The Company has delivered to Purchaser or its representatives all Phase I environmental assessment reports and related documents in the Company’s possession relating to its current facilities or the real property currently leased by it except as may be allowed by permit) andsuch reports or related documents that were prepared at Purchaser’s request. Except for such reports and related documents, there has been no environmental investigation, study or other third party analyses or audit report prepared by, for, or provided to the knowledge Company in relation to its business. (c) Schedule 3.14(c) sets forth a true and complete list of all material Permits required under any Environmental Law (“Environmental Permits”) in connection with the ownership and operation of the business as of the Execution Date. The Company has obtained all material Environmental Permits required for operation of the business, enabling the business to operate as of the Closing Date in the ordinary course of business consistent with past practices. (d) This Section 3.14 and the first sentence of Section 3.13 contain the sole and exclusive representations and warranties of the Company with respect to environmental matters relating to the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by including any Release of Hazardous Materials originating or emanating from any other propertymatters arising under Environmental Laws.

Environmental. Except as would not, individually set forth in Section 3.15 (c) of the Company Disclosure Schedule or in the aggregate, reasonably be expected to have a Material Adverse Effect, Company SEC Reports: (i) the The Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the each Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) Subsidiary and, to the knowledge of the Company, none to the extent the Company has direct control over Worksite Employees, each related worksite employer is in compliance in all 21 27 material respects with the provisions of all federal, state and local laws, codes and ordinances relating to the facilities ownedprotection of public health, operatedthe environment or natural resources, and all rules and regulations promulgated thereunder (the "Environmental Laws"), including with respect to the Company and each Company Subsidiary, the real property leased or controlled by the Company are adversely affected by and each Company Subsidiary listed in Section 3.8 of the Company Disclosure Schedule and the improvements thereon (all such leased real property and improvements thereon hereinafter referred to collectively as the "Premises"). (ii) The Company and each Company Subsidiary and, to the knowledge of the Company, to the extent the Company has direct control over Worksite Employees, each related worksite employer has obtained all required federal, state and local permits, licenses, certificates and approvals applicable to the Company or any Release Company Subsidiary or any such worksite employer, as the case may be, of their respective businesses (the "Environmental Permits") including relating to (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, and (E) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any Environmental Law, as hazardous or potentially hazardous (including, without limitation, (1) any chemical, compound, material or substance that is defined, listed in, or otherwise classified pursuant to, any of the Environmental Laws as a "hazardous substance", "hazardous material", "hazardous waste", "toxic substance," "toxic pollutant," "contaminant" or "pollutant" and (2) petroleum, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas) (collectively, "Hazardous Materials originating Substances")), except where the failure to have obtained or emanating from maintained any other propertysuch Environmental Permit would not have, individually or in the aggregate, a Company Material Adverse Effect.

Environmental. (i) Except as would notset forth on Schedule 4(o): (A) the Company and the Business are in substantial compliance with all Environmental Laws; (B) to the Company’s Knowledge and except as permitted by law, individually there has been no Release at any of the properties owned or operated by the Company or any former Subsidiary or Affiliate of the Company, or at any disposal or treatment facility which received Regulated Substances generated by the Company or any predecessor in interest; (C) no Environmental Claim has been asserted against or addressed to the aggregateCompany or any former Subsidiary or Affiliate of the Company nor does the Company have knowledge or notice of any threatened or pending Environmental Claim against the Company or any former Subsidiary or Affiliate of the Company; (D) to the Company’s Knowledge, no property now or formerly owned or operated by the Company has been used as a treatment or disposal site for any Regulated Substances; (E) the Company has not failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws; (F) the Company holds all Permits required under any Environmental Laws in connection with the operation of its Business, except for such Permits as to which the Company’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect, ; (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (bG) the Company has not received any demand, claim or notice of violation of notification pursuant to any Environmental Laws that (x) any work, repairs, construction or capital expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any Permit issued pursuant thereto or (y) any Permit referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect; and (cH) the Company has heretofore provided to the knowledge Buyer all studies, reports, laboratory data, analyses, and the like in the Company’s possession or control and pertaining in any way to the environmental condition of the facilities, and has heretofore disclosed to the Buyer in writing any material information known to the Company regarding the environmental condition of the Company’s facilities. (ii) As of the date hereof there are no Actions pending or, there is no Proceedingto the Company’s Knowledge, notice or demand letter or request for information threatened against the Company under regarding (A) any obligation to undertake or bear the cost of any Environmental LawClaim, (iv) no Lien including any environmental cleanup, or restriction has been recorded under any Environmental Law with respect to any assetsreal or personal property at which Regulated Substances generated by the Company were transported for disposal or (B) any real or personal property or operations that the Company owns, facility leases or property manages, or owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed managed in the Comprehensive Environmental Responsepast, Compensation, Liability Information System List promulgated pursuant to CERCLA, in whole or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyin part.

Environmental. 84-84- (a) Except as would set forth on Schedule 3.14 or except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all facilities and property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Laws. (b) There are no pending or threatened (in writing): (i) Environmental Claims received by the Company is Borrower or any of its Restricted Subsidiaries, or (ii) written claims, complaints, notices or inquiries received by the Borrower or any of its Restricted Subsidiaries regarding Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) There have been no Releases of Hazardous Materials at, on, under or from any property or facility now or, to any Loan Party’s knowledge, previously owned, leased or operated by the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. (d) The Borrower and its Restricted Subsidiaries have obtained and are in compliance with all Environmental Permits necessary for their operations, facilities and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings businesses and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, except for such Environmental Permits and except for any such failure to obtain, comply, or maintain in effect which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (iiie) (a) there are no pending Proceedings with respect No property now or, to any Environmental Laws affecting the CompanyLoan Party’s knowledge previously, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled operated by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), Borrower or any comparable state law, (vi) no property or facility of the Company (a) its Restricted Subsidiaries is listed or, to the knowledge of the Companyany Loan Party’s knowledge, proposed (with respect to owned property only) for listing (i) on the National Priorities List under pursuant to CERCLA or any state list of hazardous substance sites requiring cleanup, (bii) is listed in on the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, CERCLIS or on any comparable similar list maintained by any state of sites requiring investigation or local governmental authorityclean-up, which, in each of the foregoing cases, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (viif) There are no Hazardous Materials are being released (as defined below) atunderground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any facility ownedproperty now or, operatedto any Loan Party’s knowledge previously, owned or leased or controlled by the Company Borrower or any of its Restricted Subsidiaries that could result in liabilities under Environmental Law which, individually or in the aggregate, could reasonably be expected to have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertya Material Adverse Effect.

Environmental. Except as set out in the Disclosure Letter, each of the Company and the Subsidiaries, as it relates to their respective businesses, operations, and properties: (a) has obtained and currently holds all Permits (each, an “Environmental Permit”) which are required under applicable Environmental Laws to conduct their operations as presently conducted, except where the absence of same would not in the aggregate reasonably be expected to result in a Material Adverse Effect; (b) is and has been in compliance with all Environmental Laws and all terms and conditions of all Environmental Permits, except where the failure to be in compliance would not in the aggregate reasonably be expected to result in a Material Adverse Effect; (c) has not received any written order, request, subpoena, summons or notice from any Person alleging a violation of any Environmental Laws or Environmental Permits or any environmental liability relating to the Company or the Subsidiaries, except where any such order, request, subpoena, summons or notice would not in the aggregate reasonably be expected to result in a Material Adverse Effect; (d) has no Releases or Hazardous Materials on, at, in, under, above, to, from or about any of the facilities or real property (i) currently owned, operated or leased by the Company or the Subsidiaries, or (ii) to the knowledge of the Company, formerly owned, operated or leased by the Company or the Subsidiaries while owned, operated or leased by the Company or the Subsidiaries, except where any such Releases would not, individually whether singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (e) have delivered to Parent all material environmental documents, studies and reports (including, without limitation, Phase I and Phase II investigation reports) in its possession relating to: (i) any facilities or real property owned, operated or leased by the Company or the Subsidiaries; or (ii) any environmental liability of the Company or the Subsidiaries or any of their predecessors in interest; (f) have no underground storage tanks, active or abandoned, at any property now or to the knowledge of the Company or the Subsidiaries previously owned, operated or leased by the Company or the Subsidiaries which the Company or any of the Subsidiaries is required to investigate, retrofit, ▇▇▇▇▇, remediate or remove under Environmental Law, except as would not in the aggregate reasonably be expected to result in a Material Adverse Effect; (g) except as would not in the aggregate reasonably be expected to result in a Material Adverse Effect, have never manufactured, produced, sold, conveyed or otherwise put into the stream of commerce any product, merchandise, manufactured good, part, component or other item comprised of or containing asbestos and have not been the subject of any claims or litigation arising out the alleged exposure to asbestos or asbestos-containing material; (h) except as would not in the aggregate reasonably be expected to result in a Material Adverse Effect, have no present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting the Company and the Subsidiaries that violate any Environmental Law or that may give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit, notice, proceeding, hearing, study or investigation (i) the Company is in compliance with and not subject to under any known liability under applicable Environmental Laws (as defined below)Law, or (ii) based on or related to the Company has made all filings and provided all notices required under all applicable Environmental LawsRemediation, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim management or notice of violation Release of any Environmental Laws and Hazardous Substance; and (ci) to the knowledge of the Company, there is has no Proceeding, notice or demand letter or request for information threatened against obligation under Environmental Laws that will require future compliance costs on the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility part of the Company (a) is listed or, to the knowledge in excess of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed $500,000 above costs currently expended in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge ordinary course of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertybusiness.

Environmental. Except as would notWith respect to each item of Underlying Collateral, individually or in to the aggregate, reasonably be expected to have actual knowledge of a Material Adverse Effect, Responsible Officer of the Servicer: (ia) the Company is related Obligor’s operations comply in compliance all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) none of the Company related Obligor’s operations is the subject of a Federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. The Servicer has not received any demandwritten or verbal notice of, claim or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer, have knowledge or reason to believe that any such notice will be received or is being threatened. marketing, the Borrower may be identified as a Subsidiary of violation Ares); (iv) have a Board of Directors separate from that of the Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any Environmental Laws other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (calthough, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Ares); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Equityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) to the knowledge extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Ares); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law Borrower to act at all times with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation Borrower consistently and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility in furtherance of the Company (a) is listed or, to foregoing and in the knowledge best interests of the CompanyBorrower. Where necessary, proposed the Borrower will obtain proper authorization from its members for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertylimited liability company action.

Environmental. (a) Except as set forth on Schedule 4.18 or as would not, individually or in the aggregate, not reasonably be expected excepted to have a Material Adverse Effect, : (i) the Company is and its Subsidiaries are and have been in compliance with all Environmental Laws, including those applicable to their use and not subject to any known liability under applicable Environmental Laws (as defined below), occupation of the Leased Real Property and operation of their respective businesses; (ii) neither the Company nor its Subsidiaries has made generated, manufactured, refined, transported, treated, stored, handled, arranged for or permitted the disposal of, disposed, transferred, produced, processed or exposed any Person to any Hazardous Materials, and, as of the date of this Agreement, there has been no Release or, to the Company’s Knowledge, threat of Release of any Hazardous Material at or in the vicinity of any Leased Real Property, in each case above, that requires reporting, investigation, assessment, cleanup, remediation or any other type of response action by, or would otherwise give rise to any material liability of, the Company or any of its Subsidiaries pursuant to any Environmental Law; (iii) neither the Company nor its Subsidiaries has (A) received written notice under the citizen suit provisions of any Environmental Law, (B) received any written request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim under or relating to any Environmental Law or (C) been subject to or, to the Company’s Knowledge, threatened with any governmental or citizen enforcement action, claim or other Proceeding with respect to any Environmental Law; (iv) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any predecessor or affiliate of the Company or any of its Subsidiaries, has manufactured, sold, marketed, installed or distributed products or items containing asbestos or other Hazardous Materials and none of the foregoing Persons have any material liability, contingent or otherwise, with respect to the presence or alleged presence of asbestos or other Hazardous Materials in any product or item or at or upon any property or facility; and (v) the Company and its Subsidiaries have obtained all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits material Permits required under any applicable Environmental LawsLaw that are materially necessary for the Company’s or its Subsidiaries’ activities and operations at the Leased Real Property, each of which is and all such Permits are in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, . (b) To the Company’s Knowledge, the Company has not received and each of its Subsidiaries have made available to Investor all environmental audits, assessments, reports and other documents materially bearing on any demandenvironmental, claim health or notice of violation of any Environmental Laws and safety matters, which are in their possession or under their reasonable control. (c) Notwithstanding anything to the knowledge of contrary contained in this Agreement, the Company, there is no Proceeding, notice or demand letter or request for information threatened against representations and warranties in this Section 4.18 are the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation sole representations and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility warranties of the Company (a) is listed or, relating to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental matters.

Environmental. (a) Except as would notas, individually or in the aggregate, has not been or would not reasonably be expected to have be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a Material Adverse Effectwhole, (iA) the Company, each Post-Restructuring Company is Subsidiary and each Purchased Entity are in compliance with and not subject to any known liability under all applicable Environmental Laws (as defined below)which compliance includes the possession by the Company, (ii) the each Post-Restructuring Company has made Subsidiary and each Purchased Entity of all filings permits and provided all notices other governmental authorizations required under all applicable Environmental Laws, and hascompliance with the terms and conditions thereof) and (B) the Company, each Post-Restructuring Company Subsidiary and each Purchased Entity have not received any communication (written or oral), whether from a Governmental Entity, citizens group, employee or otherwise, alleging that the Company or Company Subsidiary is not in such compliance, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, past or present (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on future) actions, activities, circumstances conditions, events or incidents that may prevent or interfere with such compliance in the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, future. (b) is listed Except as, individually or in the Comprehensive Environmental Responseaggregate, Compensation, Liability Information System List promulgated pursuant has not been or would not reasonably be expected to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by be material to the Company or have been Released atand the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, on or under any facility ownedtaken as a whole, operated, leased or controlled by the Company (except as may be allowed by permit) andthere is no Environmental Claim pending or, to the knowledge of the Company, none threatened against, the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity or, to the knowledge of the facilities ownedCompany, operatedagainst any Person whose liability for such Environmental Claim the Company, leased any Post-Restructuring Company Subsidiary or controlled any Purchased Entity has retained or assumed either contractually or by operation of Law. (c) There are no present or, to the knowledge of the Company, past actions, activities, circumstances, conditions, events or incidents, including the Release, threatened Release or presence of any Hazardous Material which could form the basis of any Environmental Claim against the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, or to the knowledge of the Company, against any Person whose liability for any Environmental Claim the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity has retained or assumed either contractually or by operation of Law, except for such Environmental Claims as, individually or in the aggregate, have not been or would not reasonably be expected to be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole. (d) The Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any material reports, studies, analyses, tests or monitoring prepared since January 1, 2009 or, in respect of any assets located in the state of Michigan, prepared since January 1, 2007, in each case, possessed by the Company are adversely affected by or any Release of Company Subsidiary pertaining to Hazardous Materials originating in, on, beneath or emanating from adjacent to any other propertyproperty currently or formerly owned, operated or leased by the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, or regarding the Company’s, any Post-Restructuring Company Subsidiary’s or any Purchased Entity’s compliance with applicable Environmental Laws.

Environmental. Except as would not, individually To the knowledge of the Sellers or in the aggregate, reasonably be expected to have a Material Adverse EffectCompany, (i) the Company is and its assets and business, and all real properties owned by the Company and/or at which the Company's assets or business are or have been operated (the "Properties"), are now and at all times have been, in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined belowherein defined) and Environmental Permits (as herein defined), ; (ii) except as set forth in Schedule 6.23 of the Company Disclosure Schedule, there is not now nor has made all filings there been any storage, handling, use, disposal or Release (as herein defined) of any Hazardous Materials (as herein defined) on, at, in or under any of the Properties and provided all notices required under all applicable there are no Hazardous Materials within any structure on any of the Properties requiring remediation, decommissioning, decontamination, abatement or removal pursuant to Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, ; (iii) (a) there are no pending Proceedings with respect to above or below ground tanks or reservoirs used or installed for the purpose of storage or containment of Hazardous Materials at, on or under any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, Properties; (iv) no Lien copies of all notices, notices of violation, citations, inquiries, information requests or restriction demands and complaints which the Company or the Seller has been recorded under received respecting any alleged violation of or non-compliance with any Environmental Law with respect or Environmental Permit are appended to any assetsSchedule 6.23 of the Disclosure Schedule, facility or property owned, operated, leased or controlled and all such violations and non-compliance alleged in such documents have been corrected by the Company, Company to the satisfaction of the applicable governmental agency; (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) there are no property or facility of the Company (a) is listed Claims pending or, to the knowledge of the Company or the Sellers, threatened against the Sellers, the Company or the Company, proposed for listing on the National Priorities List under CERCLA 's assets or business or any state list of hazardous substance sites requiring cleanup, the Properties under Environmental Laws; (bvi) is listed in the Comprehensive Company possesses all Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, Permits which are required for the operation of its assets and business at the Properties as the same are currently being operated; (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, all Environmental Permits issued to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release disclosed in Schedule 6.23 of Hazardous Materials originating or emanating from any other property.the Disclosure Schedule, and Seller has delivered copies of all such Environmental Permits to Buyer; (viii) Seller and the

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company The Corporation has been and is in compliance in all material respects with all applicable federal, provincial, state, municipal laws, statutes, ordinances, by-laws and not subject regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any known liability pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances"); (b) The Corporation has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under applicable Environmental Laws (as defined below)the "Environmental Permits") required for the operation of the TGF Business. Each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach in any material respect of any Environmental Permit and no proceeding is pending, or threatened, to revoke or limit any Environmental Permit; (iic) The Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, the Company TGF Leased Property or facilities or any property or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) The Corporation has made all filings and provided all notices required under all applicable never received any notice of, nor been prosecuted for an offence alleging, non-compliance with any Environmental Laws, and hasneither the Vendors nor the Corporation has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, and is in compliance withrepairs, all permits required under construction or capital expenditures with respect to the TGF Business or any applicable Environmental Lawsproperty of the Corporation, each nor has the Corporation received notice of which is in full force and effectany of the same; (e) To the best of the Vendors' knowledge, (iii) (a) there are no pending Proceedings or proposed changes to Environmental Laws that would render illegal or restrict the manufacture or sale any product manufactured or sold or service provided by the Corporation; (f) The Corporation has not caused or permitted, nor does it have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties (including the TGF Leased Property) or assets or any property or facility that it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to any which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Corporation or resulting from the TGF Business have been disposed of, treated and stored in compliance with all Environmental Laws affecting the Company, Laws; (bg) the Company The Corporation has not received any demandnotice that it is potentially responsible for a federal, claim provincial, municipal or notice of violation of local clean-up site or corrective action under any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or Laws. The Corporation has not received any request for information threatened against the Company under in connection with any Environmental Lawfederal, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assetsprovincial, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state municipal or local governmental authority, (vii) no Hazardous Materials are being released (inquiries as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertydisposal sites.

Environmental. Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) All operations of the Company and its Subsidiaries are in compliance with all applicable Laws relating to the protection of the environment, health or safety (collectively “Environmental Laws”); (b) None of the Company or any of its Subsidiaries: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)proceeding or order which relates to environmental, health or safety matters, and which would require any material work, repairs, construction or expenditures; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companynotice, there is no Proceeding, notice or demand letter or request for information threatened against or written communication alleging the Company breach of or liability under any Environmental Law, including with respect to any regulations respecting the use, storage, treatment, transportation, Release or disposition of any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law (iv“Hazardous Substances”); or (iii) no Lien has received written notice, or restriction has been recorded to the Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law with respect that would be applicable to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility operations of the Company or any of its Subsidiaries and which may require any material expenditure; (ac) (i) The Company and each of its Subsidiaries have obtained and are in compliance with all permits, licenses, emissions credits or allowances and any other authorizations of any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”) necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing, and (iii) none of the Company or any Subsidiary is listed aware of or has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit; (d) There are no Environmental Claims pending or, to the knowledge Knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupthreatened, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by against the Company or have been Released at, on any of its Subsidiaries or under against any facility owned, operated, leased property or controlled by operations that the Company (except as may be allowed by permit) andor any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the knowledge Knowledge of the Company, none of the facilities formerly owned, operated, leased or controlled by operated, in whole or in part; and (e) There have been no Releases of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company are adversely affected or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has or may have, retained or assumed, either contractually or by any Release operation of Hazardous Materials originating or emanating from any other propertyLaw.

Environmental. Except Without limiting in any way the representations and warranties contained elsewhere in this Agreement, CMRG hereby represents and warrants to SPE, to the best of its knowledge, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, follows: (i) No Hazardous Materials or Regulated Substances, except Permitted Amounts, exist on, under or about the Company Property or have been transported to or from the Property or used, generated, manufactured, stored or disposed of on, under or about the Property. The Property is not in violation of any Hazardous Materials Laws relating to industrial hygiene or the environmental conditions on, under or about the Property, including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property. (ii) There is no past or present non-compliance with Hazardous Materials Laws, or with permits issued pursuant thereto, in connection with the Property; all uses and operations on or of the Property, whether by CMRG or any other Person, have been in compliance with all Hazardous Materials Laws and environmental permits issued pursuant thereto; all USTs, if any, located on or about the Property are in full compliance with all Hazardous Materials Laws, and as of the date hereof, CMRG is in compliance with the requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (as such term is defined under the UST Regulations) located at the Property. The Property has been kept free and clear of all Environmental Liens and CMRG has not subject allowed any tenant or other user of the Property to do any act that increased the dangers to human health or the environment, posed an unreasonable risk of harm to any known liability under applicable Environmental Laws Person (as defined belowwhether on or off the Property), (ii) impaired the Company has made all filings and provided all notices required under all value of the Property in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, to the Property. (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company CMRG has not received any demandwritten or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Materials, claim Regulated Substances or notice USTs, or remediation thereof, of violation possible liability of any Environmental Laws and (c) Person pursuant to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Hazardous Materials Law, (iv) no Lien or restriction has been recorded under any Environmental Law other environmental conditions in connection with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Property, or any comparable state law, (vi) no property actual or facility potential administrative or judicial proceedings in connection with any of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyforegoing.

Environmental. Except as would not, individually or in the aggregatewould not be reasonably expected to, reasonably be expected to have a Material Adverse Effect, : (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the CompanyCorridor, there Corridor is no Proceeding, notice or demand letter or request for information threatened against the Company under not in violation of any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law Applicable Laws with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) Corridor has not, in a manner that is contrary to Environmental Laws, caused any assetsspills, facility releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes on, at, from or under any real or immovable property currently or formerly owned, operated, leased occupied or controlled otherwise utilized by Corridor, other than those which have been remediated in accordance with Environmental Laws; (iii) Corridor has not received any orders, directions, demands or notices from any Government Entity with respect to the Companybreach of any Environmental Laws applicable to the assets operated by Corridor, which order, direction, demand or notice remains outstanding as of the Agreement Date, and to the knowledge of Corridor, none have been threatened; (viv) Corridor, as of the Company Agreement Date, holds all material Permits required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such Permits are in full force and effect and Corridor has not received notice of any circumstances that it has been identified as a potentially responsible party under may lead to the Comprehensive Environmental Responserevocation, Compensation cancellation or curtailment of any such Permits; and (v) full and Liability Act accurate particulars of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, in the case of a document, a copy of, all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of Corridor and which are in the possession or control of Corridor have been made available to the knowledge of the CompanyInitial Investor Group that are currently in progress or which were completed since January 1, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property2018.

Environmental. Except as would notset forth on Schedule 3.18, individually or in the aggregatesince February 28, reasonably be expected to have a Material Adverse Effect2007: (a) Each Acquired Entity has been, (i) the Company and is currently, in compliance in all material respects with all applicable Environmental Laws. (b) The Acquired Entities have received no written notice regarding and not no Action is pending nor, to the Company’s Knowledge, Threatened against any Acquired Entity with respect to non-compliance with or Liability under Environmental Laws or with respect to Hazardous Materials. None of the Acquired Entities is subject to any known liability Order with respect to matters under Environmental Laws as to which there are outstanding obligations. (c) All material permits required under applicable Environmental Laws for the operation of the business of the Acquired Entities (as defined below), (ii“Environmental Permits”) the Company has made all filings have been obtained and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is are in full force and effect, and no Acquired Entity has received notice that any Governmental Authority intends to revoke, modify or terminate any such environmental permits. (iiid) (a) there are There has been no pending Proceedings disposal or Release by or at the direction of any Acquired Entity of any Hazardous Materials on, at, or under any current or former property owned or operated by any Acquired Entity, or at any offsite disposal location, except in material compliance with respect Environmental Laws and as would not reasonably be expected to result in material liability to any Acquired Entity pursuant to any Environmental Laws affecting Law. (e) None of the CompanyAcquired Entities has treated, (b) stored, disposed of, arranged for or permitted the Company has not received disposal of, transported, handled, or released any demand, claim or notice of Hazardous Material in material violation of any Environmental Laws and Laws, or which could reasonably be expected to result in or give rise to Liability of any Acquired Entity, or require a cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law. (cf) to To the knowledge Knowledge of the Company, there is no Proceedingsumps, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)lagoons, or any comparable state law, (vi) no property aboveground or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no underground storage tanks containing Hazardous Materials are being released (as defined below) or have been, located at, on or under the properties owned or operated by any facility ownedAcquired Entity. (g) The Company has provided the Buyer with access to copies of all environmental assessments, operatedaudits, and reports with a material bearing on the environmental condition of any real property leased or controlled operated by the Company any Acquired Entity or have been Released atnon-compliance with or Liability of any Acquired Entity under Environmental Law, on copies of material Environmental Permits, and material documents filed in any civil, administrative or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) andcriminal proceeding pending or, to the knowledge Knowledge of the Company, none threatened against any Acquired Entity, in each case in the possession or reasonable control of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyCompany.

Environmental. (a) Except as would notset forth in Schedule 5.18(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and the Predecessor thereof, are, and always have been, in compliance with Environmental Laws. (b) Except as set forth in Schedule 5.18(b), the Company possesses and is in compliance with and not subject all Permits relating to any known liability under applicable the Environmental Laws (necessary to conduct its business as defined below), (ii) the Company has made all filings presently conducted and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim written communication to or notice from any Governmental Authority or any other Person arising out of violation of or in connection with any Environmental Laws and non-compliance or potential liability related to Hazardous Substances. (c) to Except as set forth in Schedule 5.18(c), the knowledge operations of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under have not resulted in any Environmental Law, (iv) no Lien or restriction has been recorded under release of Hazardous Material on any Environmental Law with respect to any assets, facility or property owned, operated, Real Property currently leased or controlled by the Company. (d) Except as set forth in Schedule 5.18(d), (v) the Company has does not received notice that it has been identified as a potentially responsible party own or operate any underground storage tanks regulated under the Comprehensive Environmental ResponseLaws. (e) No wastes generated by the Company or the Predecessor thereof have been sent, Compensation and Liability Act of 1980transferred, as amended (“CERCLA”)transported to, treated, stored, or disposed of at any comparable state lawproperty that does or may require investigation or clean-up, (vi) no property including any site listed or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities Priority List under promulgated pursuant to CERCLA or to any site listed on any state list of hazardous substance sites requiring cleanupor recommended for investigation or clean-up. (f) There is, (b) and has been, no environmental audit, investigation, inspection, report, sampling report, remediation report or other report conducted by or on behalf of the Company or any Predecessor thereof or by any Governmental Entity or other third party of or related to the environmental condition of the property that is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLAcurrently, or on any comparable list maintained by any state or local governmental authorityhas been, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operatedleased, leased operated or controlled used by the Company or have any Predecessor thereof, which has not been Released at, on or under any facility owned, operated, leased or controlled by made available to Buyer prior to the date hereof (g) The representations and warranties contained in this Section 5.18 are the sole representations and warranties of the Seller and the Company (except as may be allowed by permit) and, relating to the knowledge of the Company, none of the facilities owned, operated, leased Environmental Laws or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental matters.

Environmental. Except as set forth in Schedule 4.07 or as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on NMD or the Assets or the Operations related thereto: (i) the Assets and the Operations related thereto are in compliance with all applicable Environmental Laws; (ii) to the knowledge of NMD, no circumstances exist with respect to the Assets and the Operations related thereto that give rise to an obligation by NMD to investigate, remediate, monitor or otherwise address the presence, on‑site or offsite, of Hazardous Materials under any applicable Environmental Laws, except as is currently being performed under applicable law or permit requirements; (iii) the Assets and the Operations related thereto are not subject to any pending or, to the knowledge of NMD, threatened, claim, action, suit, investigation, inquiry or proceeding, and, to the knowledge of NMD, there is no existing state of facts or circumstances that would be reasonably likely to give rise to any of the foregoing, under any Environmental Law (including, without limitation, designation as a potentially responsible party under CERCLA or any similar local or state law); (iv) all notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed under any Environmental Law in connection with the Assets and the Operations related thereto (the “Environmental Permits”) have been duly obtained or filed and are valid and currently in full force and effect; (v) there has been no release of any Hazardous Material into the environment by NMD or in connection with the Assets and the Operations related thereto, except in compliance with all applicable Environmental Laws; (vi) there has been no exposure of any person or property to any Hazardous Material in connection with the Assets and the Operations related thereto, except as would not reasonably be expected to give rise to a claim, action, suit or proceeding by or on behalf of such person or property; (vii) NMD has maintained all environmental and operating documents and records associated with the Assets and the Operations related thereto in the manner and for the time periods each Environmental Law requires. Except as would not, individually or in the aggregate, have, or reasonably be expected to have have, a Material Adverse Effect, (i) Effect on the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) Assets or the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental LawsOperations related thereto, each of which the Environmental Permits is valid and in full force and effect, (iii) (a) and no violation thereof has been experienced, noted or recorded and there are no legal proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the CompanyNMD, proposed for listing on the National Priorities List under CERCLA threatened to revoke or limit any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Permits.

Environmental. Except as would notfor any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect: (a) all facilities and operations of the Company and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ib) the Company is and its Subsidiaries are in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawspossession of, and has, and is in compliance with, all permits Environmental Permits that are required under any applicable Environmental Lawsto own, each of which is in full force lease and effectoperate the Property and Mineral Rights and to conduct their respective business as they are now being conducted; (c) no environmental, (iii) (a) there are no pending Proceedings reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any Environmental Laws affecting portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the Company, (b) operations and business of the Company has not received any demandand its Subsidiaries and, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingbasis for any such obligations, notice demands, notices, work orders or demand letter or request for information threatened against liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (d) neither the Company under nor any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect of its Subsidiaries is subject to any assetsproceeding, facility application, order or property owneddirective which relates to environmental, operatedhealth or safety matters, leased and which may require any material work, repairs, construction or controlled by the Company, expenditures; (ve) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed there are no changes in the Comprehensive status, terms or conditions of any Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled Permits held by the Company or any of its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of the Company or any of its Subsidiaries following the Effective Date; (f) the Company and its Subsidiaries have been Released atmade available to Kinross all material audits, on assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (g) to the Company’s knowledge, the Company and its Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Laws.

Environmental. Except as would not, individually to the extent that violations or other matters referred to in the aggregate, reasonably be expected to this subparagraph do not have a Material Adverse Effect, Effect on Storm: (i) Storm and the Company is Storm Group are not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) Storm and each member of the Storm Group have operated its business at all times and have received, each handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Storm or any member of the Storm Group, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Storm or any member of the Storm Group, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Storm or any member of the Storm Group which Storm or any member of the Storm Group has notice; (v) neither Storm nor any member of the Storm Group has failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Storm and each member of the Storm Group hold all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, all Environmental Approvals are in full force and effect, and Storm and the Storm Group have not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Storm, threatened claims, liens or encumbrances resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Storm or any state list member of hazardous substance sites requiring cleanupthe Storm Group currently or formerly owned, leased, operated or otherwise used; and (bviii) is listed in neither Storm nor any member of the Comprehensive Environmental ResponseStorm Group has assumed or retained by contract or operation of law any losses, Compensationexpenses, Liability Information System List promulgated claims, damages or liabilities of any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Laws.

Environmental. Except as would In respect of the properties which Canyon or any of its Subsidiaries operates and, to the knowledge of Canyon in respect of properties for which Canyon or any of its Subsidiaries is not the operator, except to the extent that any violation or other matter referred to in this paragraph (z) does not, individually or in the aggregate, and would not reasonably be expected to to, have a Material Adverse Effect, Effect on Canyon and its Subsidiaries: (i) the Company is are not in violation of any Environmental Laws; (ii) have operated their businesses at all times and have received, handled, used, stored, transported, shipped and disposed of all contaminants in compliance with Environmental Laws; (iii) have had no Releases of Hazardous Substances into the earth, air or into any body of water, including groundwater, or any municipal or other sewer or drain water systems that have neither been fully and not subject completely delineated nor re-mediated to levels in compliance with Environmental Laws; (iv) have had no orders, directions or notices issued that remain outstanding against any of them pursuant to any known liability under applicable Environmental Laws of which they have received a written notice; (as defined below), (iiv) have not failed to report to the Company has made all filings and provided all notices proper Governmental Entity the occurrence of any event which is required under all applicable to be so reported by any Environmental Laws, and has, and is in compliance with, ; (vi) hold all permits Permits required under any applicable Environmental LawsLaws in connection with the operation of their businesses and the ownership and use of their assets, each of which is and all such Permits are in full force and effect. Except for notifications and conditions of general application to assets of reclamation obligations under legislation in each jurisdiction in which they conduct their businesses, (iii) (a) there are no pending Proceedings with respect have not received any notification pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received repairs, constructions or capital expenditures are required to be made by any demand, claim or notice of violation them as a condition of continued compliance with any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Laws, or any comparable state lawPermits issued pursuant thereto, or that any Permits referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vivii) have no property or facility of the Company (a) is listed pending or, to the knowledge of any of them, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws or violation or potential violation of Environmental Laws with respect to any of the Companyproperties currently or formerly owned, proposed for listing on the National Priorities List under CERCLA leased, operated or otherwise used; and (viii) have not assumed or retained by Contract or operation of Law any state list losses, expenses, claims, damages or liabilities of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Laws.

Environmental. (a) Except as would notset forth on Schedule 5.16(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance and its Subsidiary comply, and the Company, its Subsidiary and their respective predecessors at all times during their existence have complied, with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, . (b) the Company has There is not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed now pending or, to the knowledge of the Company or its Subsidiary, threatened, any action, claim, proceeding or investigation, nor has the Company, proposed for listing on the National Priorities List under CERCLA its Subsidiary, or any state list of hazardous substance sites requiring cleanuptheir respective predecessors received any notice, (b) is listed in claim, demand letter or request for information at any time, alleging that the Comprehensive Environmental ResponseCompany, Compensation, Liability Information System List promulgated pursuant to CERCLAits Subsidiary, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation. (c) Except as disclosed on any comparable list maintained by any state or local governmental authoritySchedule 5.16(c), (vii) there are no Hazardous Materials are being released Substances (as defined below) at, located on any of the properties currently or under any facility owned, operated, leased formerly owned or controlled operated by the Company, its Subsidiary or any of their respective predecessors (including soil, groundwater and surface features and buildings and structures thereon) (the "Properties"), and none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil well▇, ▇▇ associated piping. (d) The Company and its Subsidiary does not have any contingent liability in connection with a Release (as defined below) or have been Released at, on or under threatened Release of any facility owned, operated, leased or controlled by the Company Hazardous Substance at any location. (except as may be allowed by permite) and, to To the knowledge of the Company and its Subsidiary, there are no present or past Environmental Conditions (as defined below) in any way related to the Company, none its Subsidiary, or any of their respective predecessors that have, or may have, individually or in the aggregate, a material adverse effect with respect to any Property or the business or condition of the facilities ownedCompany or its Subsidiary, operatedtaken as a whole. (f) As used herein, leased "Environmental Law" means any federal, state, local or controlled by foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to pollution, contamination, wastes, hazardous material or the Company are adversely affected by any Release protection of Hazardous Materials originating the environment, human health or emanating from any other propertysafety.

Environmental. (a) Except as would notdisclosed in Section 2.21(a) of the Company Disclosure Schedule, individually or in to the aggregate, reasonably be expected to have a Material Adverse Effectactual knowledge of Company, (i) Company is in full compliance with and not in violation of all applicable Environmental Laws; (ii) Company has not received any order, direction or other communication (written or oral) that alleges that Company is not in full compliance with all, or has any liability under any, applicable Environmental Laws in effect on the date hereof or claiming any fine, damages, costs of clean-up or remediation of real property or which may require any person to do or cease doing any act or undertaking; (iii) all Permits and other governmental authorizations currently held by Company pursuant to Environmental Laws (true and complete copies of which Permits and other governmental authorizations will be delivered to Merge on or before the Delivery Date) are in full force and effect, Company, is in compliance with all of the terms of such Permits and authorizations, no other Permits or authorizations are required by Company, there are no conditions, including, but not subject limited to, renewal dates, revocations, modifications, limitations or transfer restrictions that will affect the continued validity on the same terms and conditions after giving effect to the transactions contemplated by this Agreement and the Transaction Agreements of all such Permits or authorizations and no consent to the transactions contemplated by this Agreement or the Transaction Agreements is required to maintain the validity of or compliance with any known liability of such Permits or authorizations; (iv) Company has not failed to report any Environmental Matter where required under applicable Environmental Laws Laws; (as defined below), (iiv) the Company has made all filings not failed to maintain any environmental and provided all notices operating documents, books and records in the manner and for the periods required under all applicable Environmental Laws; (vi) no environmental audit, and hasevaluation, and assessment, study or test of any of the operations or property of Company is being or has been conducted or performed at the request, direction or order or on behalf of any Governmental Entity; (vii) no environmental audit, evaluation, assessment, study or test of any of the operations or property of Company is in compliance with, all permits required under any applicable Environmental Laws, each the possession or control of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, is being or has been conducted or performed at the request or direction or on behalf of Company except as set forth in Section 2.21(a) of the Company Disclosure Schedule (true and complete copies of any audit, evaluation, assessment, study or test listed in Section 2.21(a) of the Company Disclosure Schedule will be delivered to Merge on or before the Delivery Date); and (viii) no real property owned or leased by Company, based on the actual knowledge of Company, has problems involving Hazardous Materials or previously had a problem where there is no verification of remediation. (b) Except for matters set forth in Section 2.21(b) of the Company has not received any demandDisclosure Schedule, claim or notice of violation of any Environmental Laws and (c) to the actual knowledge of the Company, there is no Proceeding, notice Environmental Claim that is or demand letter has been the subject of any complaint or request for information investigation or that is pending or threatened against the or involving Company under or against any person or entity whose liability for any Environmental LawClaim Company has or may have retained, (iv) no Lien assumed or restriction has been recorded under in respect of whose liability for any Environmental Law with respect Claim Company may be obligated to any assetscontribute, facility indemnify, remedy or property ownedotherwise compensate, operatedin whole or in part, leased or controlled either contractually, by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)lease, or any comparable state by operation of common law, (vistatute or equity. True and complete copies of all writings in the possession or control of Company evidencing the Environmental Claims listed in Section 2.21(b) no property or facility of the Company (a) is listed or, Disclosure Schedule will be provided to Merge on or before the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or Delivery Date. Company agrees to continue to provide Merge and its solicitors with all commercially reasonable assistance in obtaining any state list of hazardous substance sites requiring cleanup, (b) is listed such writings which are not in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge possession of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as expressly identified in the Environmental Report or as set forth on Schedule 2(m) hereto: (i) The Lessee and the Project comply and have at all times complied in all material respects with all Environmental Requirements applicable to the Project. Subject to the Lessee's right to pursue a Permitted Contest pursuant to Section 27 hereof, the Lessee and the Project shall at all times during the term of this Lease comply in all material respects with all Environmental Requirements applicable to the Project, including, without limitation, the use, maintenance and operation of the Project, and all activities and conduct of business related thereto, including, without limitation, the treatment, remediation, removal, transport, storage or disposal of any Contaminant; (ii) The Lessee has obtained or has taken appropriate and timely steps, as required by Environmental Requirements, to obtain, and shall obtain and maintain all Environmental Approvals necessary for the construction and operation of the Project, all such Environmental Approvals already obtained are in good standing, and the Lessee and the Project are currently in material compliance and shall remain in material compliance with all terms and conditions of such Environmental Approvals. No material change in the facts or circumstances reported or assumed in the applications for or the granting of such Environmental Approvals exists. There are no proceedings pending, or threatened, with respect to the Lessee, the Operator or the Project which would notjeopardize the validity of or ability of the Lessee to obtain and comply with any such Environmental Approvals in a timely manner; (iii) The Lessee has not received any notice that any of the third parties with which the Lessee or the Operator has arranged, engaged or contracted to accept, treat, transport, store, dispose or remove any Contaminant generated or present at the Project, or which otherwise participate or have participated in activities or conduct related to the Project, were not properly permitted at the relevant time to perform the foregoing activities or conduct; (iv) The Lessee has not received any notice that it or the Project is subject to any investigation, and none of the Lessee, the Operator or the Project is subject to any judicial or administrative proceeding, notice, order, judgment, decree or settlement, alleging or addressing in connection with the Project (A) any violation of any Environmental Requirements, (B) any Remedial Action, or (C) any Environmental Damages; (v) No Environmental Lien has attached to any portion of the Project, and the Lessee shall not cause or suffer any action or occurrence that will allow an Environmental Lien to attach to any portion of the Project; (vi) The Lessee has not received, and does not have actual knowledge, after due inquiry, of any notice, claim or written communication from a Governmental Authority concerning (A) any alleged violation of any Environmental Requirements at the Project, whether or not corrected to the satisfaction of the appropriate authority, (B) any alleged liability of the Lessee for Environmental Damages arising out of or related to the Project, or (C) any alleged liability of the Lessee arising out of or related to the Project for the Release or threatened Release of a Contaminant at any location, and there exists no writ, injunction, decree, order or judgment outstanding, nor, to the actual knowledge of the Lessee, after due inquiry, any lawsuit, claim, proceeding, citation, directive, summons or investigation, pending or threatened, relating to the condition, ownership, use, maintenance or operation of the Project, or the suspected presence of Contaminants thereon or therefrom, nor, to the Lessee's actual knowledge, after due inquiry, does there exist any basis for such lawsuit, claim, proceeding, citation, directive, summons or investigation being instituted or filed; (vii) To the actual knowledge of the Lessee, after due inquiry, there has been no Release of any Contaminants which would constitute a violation of any Environmental Requirement with respect to the Project, result in Environmental Damages, or require any Remedial Action under any applicable Environmental Requirements, and the Lessee shall not cause or suffer any such Release during the term of this Lease; (viii) The Project is not listed or, to the actual knowledge of the Lessee, proposed for listing on the National Priorities List ("NPL") pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA"), or listed on the Comprehensive Environmental Response Compensation Liability Information System List ("CERCLIS") or any similar state list of sites, and the Lessee is not aware of any conditions at the Project which, if known to a Governmental Authority, would qualify the Project for inclusion on any such list; (ix) Neither the Lessee nor, to the actual knowledge of the Lessee, after due inquiry, any contractor engaged by the Lessee in connection with the Project has transported or arranged for the transport of any Contaminant from the Project to any facility or site for the purpose of treatment or disposal which (A) is included on the NPL, or, to the actual knowledge of the Lessee, (B) is or was, at the time of disposal, subject to a Remedial Action requirement (other than routine, anticipated regulatory requirements, including, but not limited to, closure and post-closure related corrective action obligations affecting closed solid waste management units at such facility) issued under the federal Resource Conservation and Recovery Act or any state, local or foreign solid or hazardous waste regulatory law, or (C) at the time of the disposal was subject to a governmental enforcement action with respect to alleged violations of any Environmental Requirements, and the Lessee shall exercise reasonable efforts not to suffer or permit any such arrangement for treatment or disposal during the term of this Lease; (x) Neither the Lessee nor, to the actual knowledge of the Lessee, after due inquiry, any contractor engaged by the Lessee in connection with the Project has engaged in or permitted, nor shall the Lessee engage in or permit, any operations or activities upon, or any use or occupancy of the Project or any portion thereof, for the purpose of or in any way involving the illegal or improper release, discharge, refining or dumping of any Contaminant or the illegal or improper handling, storage, use or disposal of any Contaminant, nor has the Lessee or, to the actual knowledge of the Lessee, after due inquiry, any other Person caused any Contaminant to be deposited, released, stored, disposed, leached or otherwise come to be located on, under, in or about the Premises, nor to the actual knowledge of the Lessee has any Contaminant migrated from the Premises onto or underneath other properties which would require any Remedial Action under any applicable Environmental Requirements or give rise to any Environmental Damages; (xi) To the actual knowledge of the Lessee, after due inquiry, there is not constructed, placed, deposited, stored, disposed nor located on the Project any asbestos in any form which has become or threatens to become friable. The Lessee shall not cause, suffer or permit the use of any asbestos-containing material in connection with the management or operation of the Project during the term of this Lease; (xii) To the actual knowledge of the Lessee, after due inquiry, there is not constructed, placed, deposited, released, stored, disposed, leached nor located on the Project any polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other equipment which contain dielectric fluid containing PCBs. The Lessee shall not suffer, cause or permit the use of any article or material containing PCB's at or on the Project during the term of this Lease; (xiii) The Lessee has no liability, and has neither received nor is otherwise aware of any notice, claim or other communication alleging liability on the part of the Lessee, for the violation of any Environmental Requirements, for Environmental Damages, or for the Release or threatened Release of any Contaminant in connection with the Project; and (xiv) None of the matters identified in the Environmental Report, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as for any events, matters or occurrences contrary to the following representations that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (a) except as set forth on Schedule 3.13(a), each of Seller (ito the extent related to the Business or the Transmission Assets) and ITC is, and during the Company term of all applicable statutes of limitation has been, in compliance with applicable Environmental Law; provided that no representation is made with respect to Seller’s compliance with applicable Environmental Law to the extent not related to the Business or the Transmission Assets; (b) ITC (or Seller or one of its Affiliates) has all permits, licenses, approvals, and authorizations, and has filed all reports, registrations, applications and notices (“Environmental Authorizations”), required under Environmental Law for the operation of the Business, is in compliance with the Environmental Authorizations, and not has received no notice that any Environmental Authorization is subject to termination, modification or revocation; (c) except as set forth on Schedule 3.13(c), neither Seller nor ITC has received any known notice from any person or entity regarding any actual or alleged Environmental Claims against, or violation of any Environmental Law by, ITC or against or by any other person or entity with respect to the Real Property or Easements, or alleging that ITC has liability under applicable any Environmental Laws Law for any disposal or release of Hazardous Materials at any location; (d) except as defined belowset forth on Schedule 3.13(d), neither Seller nor ITC nor any other person or entity has disposed of, released, or arranged for the disposal of any Hazardous Materials on, at, under or from any of the Real Property or Easements, and, to the Knowledge of Seller, no other person or entity has done so; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (ae) there are no pending Proceedings underground storage tanks owned, leased, used, operated or maintained by Seller or ITC (or any of their Affiliates) or, to the Knowledge of Seller, otherwise located at any Real Property or on any of the Easements; (f) neither Seller nor ITC is a party to any contract or agreement pursuant to which ITC assumes any liability for any Environmental Claim (asserted or unasserted) against any other person or entity, or assumes any liability with respect to any Environmental Laws affecting Claim (asserted or unasserted) related to the CompanyReal Property or Easements, (b) the Company has not received or indemnifies any demand, claim person or notice of violation of entity with respect to any Environmental Laws and Claim (casserted or unasserted) related to the knowledge real property or interests therein not owned by ITC (other than, with respect to unasserted Environmental Claims, under general indemnification obligations of the Company, there is no Proceeding, notice Seller or demand letter ITC that do not expressly address or request for information threatened against the Company under relate to any Environmental Law, Hazardous Materials or environmental condition); and (ivg) there are no Lien polychlorinated biphenyls or restriction has been recorded asbestos-containing materials owned, leased, used, operated or maintained by Seller or ITC (or any of their Affiliates) or, to the Knowledge of Seller, otherwise located at any Real Property or on any of the Easements that could result in any liability to ITC or Purchaser under any Environmental Law with respect or otherwise give rise to any assets, facility Environmental Claim affecting ITC or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyPurchaser.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to The Company has not committed any violation of any Environmental Laws affecting Law and the Company, and the present conditions and activities of and on, and use of, the Assets and Properties of the Company, are in compliance in all material respects with all Environmental Laws; (b) the Company has not received any demand, claim or been given notice of or been charged with any violation of any Environmental Laws and Law; (c) the Company is not subject to any Liability under any Environmental Law arising out of operations by the Company prior to Closing; (d) no investigation or review of the Company by any Governmental Authority in connection with any Environmental Law is pending or, to the knowledge of Sellers or the Company, there is threatened and no Proceeding, notice or demand letter or request for information threatened against Governmental Authority has indicated to the Company under any Environmental Lawor Sellers an intention to conduct the same; (e) none of the Assets and Properties presently or heretofore owned or controlled by the Company or has been used (i) as a landfill, or for waste disposal activities or operations, (ivii) no Lien as a site for the generation, storage, treatment, processing, recycling or restriction has been recorded under disposal of any Hazardous Material except in compliance with Environmental Law Laws or (iii) for any other use that would or could (excluding Hazardous Materials existing on such Assets and Properties in compliance in all material respects with respect all Environmental Laws) give rise to the Release of any assets, facility Hazardous Material on any of the Assets and Properties presently or property owned, operated, leased heretofore owned or controlled by the Company, or on any off-site properties; (vf) there is no Hazardous Material or storage tank (whether underground or above ground, closed or otherwise), sump or well currently on any of the Assets and Properties presently or heretofore owned or controlled by the Company; (g) the Company has not received any notice that it or has been identified as a potentially responsible party under any knowledge of any Environmental Claims, Liabilities and Losses with respect to the Comprehensive Environmental Response, Compensation Company regarding any Assets and Liability Act of 1980, as amended (“CERCLA”)Properties presently or heretofore owned or controlled by the Company, or any comparable state law, adjacent property; (vih) no property neither the Company nor any tenant or facility subtenant of the Company (a) either is listed oror has been required to obtain any Governmental Approval to construct, to the knowledge occupy, operate, use or conduct any activity currently ongoing on any of the Company, proposed for listing on Assets and Properties of the National Priorities List under CERCLA Company by reason of any Environmental Law; and (i) none of the Assets and Properties presently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased heretofore owned or controlled by the Company or have been Released at, is currently on or under has ever been on, or is or has ever been proposed for listing on or investigation under, any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectshown on Schedule 4.16, (i) in the Company is five (5) year period immediately prior to the Execution Date, the Assets have been in compliance with and not subject to any known liability under applicable Environmental Laws in all material respects (as defined belowother than any non-compliance that has been previously cured or otherwise resolved), (ii) Seller and its Affiliates have not received any written notice of violation of, alleged violation of or non-compliance with any Environmental Laws relating to the Company Assets where such violation has made all filings not been previously cured or otherwise resolved to the satisfaction of the relevant Governmental Authority and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of for which is in full force and effectSeller has no further material obligations outstanding, (iii) (a) there are has been no pending Proceedings with respect release of Hazardous Substances on or from the Assets for which remedial or corrective action has not been taken pursuant to any Environmental Laws affecting the Company, (b) the Company or that has not received been previously cured or otherwise resolved, and (iv) Seller and its Affiliates have not entered into, and the Assets are not subject to, any demandagreements, claim consents, administrative order, consent order, orders, decrees or notice judgments of violation of any Governmental Authority, that are based on any Environmental Laws and that relate to the current or future use, ownership or operation of any of the Assets and that impose outstanding or ongoing material obligations. (b) Copies of all final written reports of environmental site assessments and/or compliance audits by a third Person on behalf of Seller or that are in Seller’s possession or control, in each case, that have been prepared in the three (3) years prior to the Execution Date, and that identify or address any material environmental defect or condition affecting the Assets have been made available for inspection by Purchaser. (c) to Without limitation of Section 3.4(c), this Section 4.16 constitutes Seller’s sole representation and/or warranty regarding Hazardous Substances or the knowledge environmental condition of, or any of or Seller’s compliance with, or violation of, Environmental Laws regarding the Company, there is no Proceeding, notice Assets or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law Seller’s business with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyAssets.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected (a) The Companies have disclosed and made available to have a Material Adverse Effect, Lineage true and correct copies of (i) all “Phase I” environmental site assessment reports in the Company possession or control of the Companies with respect to the Leased Real Property and (ii) all material records and correspondence in the possession or control of the Companies relating to Environmental Matters with respect to the Leased Real Property, and/or the business of the Companies and prepared for, received from or submitted to applicable Governmental Authorities. (b) Except as set forth in Schedule 7.18(b), none of the Companies have received written notice within the last five (5) years alleging that it (i) is in compliance or might be potentially responsible for any presence or material Release with and not subject respect to any known liability under applicable Environmental Laws (as defined below)the Leased Real Property, or the business of such Company, (ii) the Company has made all filings and provided all notices required under all applicable generated, transported or disposed of any Hazardous Substance that has been found at any site at which any Person has conducted a remedial investigation, removal or other response action pursuant to any Environmental Law, or (iii) is or might be potentially responsible for any material costs arising under, or is or has been in violation in any material respect of, Environmental Laws, and has, and is in compliance with, . (c) Schedule 7.18(c) sets forth a list of all permits required under any applicable material Environmental LawsPermits held by the Companies, each of which is in full force and effect. Such material Environmental Permits constitute all the licenses and permits required under the Environmental Laws in connection with the conduct of the Business as presently conducted. (d) To the Companies’ knowledge, none of the Companies are now, nor have been at any time during the past five (5) years, in any material non-compliance with Environmental Laws or Environmental Permits. (e) None of the Companies (i) have entered into or agreed to any court decree or order, (iiiii) (a) there are no pending Proceedings with respect not subject to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of judgment relating to compliance with any Environmental Laws and (c) Law or to the knowledge investigation or cleanup of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company Hazardous Substances under any Environmental Law, or (iviii) have not received any claims or written notices or entered into any negotiations or agreements raising any other environmental liability or obligation under Environmental Laws. (f) To the Companies’ knowledge, (i) no Lien or restriction portion of the Leased Real Property has been recorded under any Environmental Law with respect to any assetsused for the handling, facility manufacturing, processing, storage, use, treatment, generation or property owneddisposal of Hazardous Substances; and (ii) there have been no releases or threatened releases of Hazardous Substances on, operatedupon, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)into, or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLeased Real Property.

Environmental. Except as i. The Companies comply and have at all times complied with all Environmental Laws and Environmental Licences. ii. There are no circumstances entitling any Environmental Licence to be revoked, suspended, amended, varied, withdrawn or not renewed or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in prevent compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting Licence. iii. The Companies are not and are not likely to be required by an Environmental Licence or any Environmental Law or as the Company, (b) the Company has not received any demand, claim or notice of violation result of any Environmental Laws and (c) Claim to the knowledge incur any expenditure or to desist from taking any action which might have a material adverse effect on either of the Company, there Companies' financial condition. iv. No Environmental Claim has been made or threatened or is no Proceeding, notice likely to be made or demand letter or request for information threatened against either of the Company under Companies or any Environmental Lawof their directors, (iv) no Lien secretaries or restriction has been recorded under senior employees or any Environmental Law with respect to any assetsoccupier of the property leased, facility or property owned, operated, leased occupied or controlled by either of the Company, Companies (vthe "Property") and so far as the Company has not received notice that it Seller is aware neither of the Companies nor any of their respective officers have or is likely to have any liability in relation to Environmental Matters. Neither of the Companies have at any time owned or occupied any property other than the Property. v. No Relevant Substance has been identified as a potentially responsible party under the Comprehensive Environmental Responsedisposed of, Compensation and Liability Act of 1980kept, as amended (“CERCLA”)transported, used, collected, sorted or produced at any comparable state law, (vi) no property or facility of the Company (a) is listed ortime on, to or from the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased Property or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge either of the CompanyCompanies as a result of or in connection with that Companies' activities in circumstances, none and there is nothing arising out of the facilities ownedbusiness of the Companies, operated, leased which could result in an Environmental Claim against either of the Companies or controlled by which would have a material adverse effect on the Company are adversely affected by use or value of any Release property of Hazardous Materials originating or emanating from the Companies. Notwithstanding any other property.provisions of this Agreement, for purposes of this Clause 4(f), the following terms have the following meanings:

Environmental. (a) Environmental Requirements: Except as would notdisclosed to the Lender in writing on or prior to the date of this Agreement, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Borrower: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made obtained all filings and provided all notices authorisations required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental LawsRequirements, each of which such authorisation is in full force and effect, all conditions of each such authorisation have been complied with and the Borrower has not received any written notice indicating that any such authorisation is likely to be terminated, revoked, suspended or cancelled; (ii) has duly performed and observed all applicable requirements under Environmental Requirements; and (iii) has not received a notice of breach of any applicable Environmental Requirement. (ab) With respect to the Project and the Borrower and except as disclosed to the Lender in writing on or prior to the date of this Agreement: (i) there is no existing non-compliance with any Environmental Requirement; (ii) the Borrower has not at any time generated, used, treated, recycled, stored on, transported to or from or released at, on, under or from the Project any Hazardous Substance; (iii) there are not now and never have been any underground storage tanks located at the Project or the Sites; (iv) there are no asbestos contained in or forming part of, or contaminating any part of, the Project or the Sites; (v) there are no polychlorinated biphenyls used, stored or located at, or contaminating any part of the Project or the Sites; and (vi) there is no evidence of soil or groundwater contamination associated with any part of the Project or the Sites, other than those which have been disclosed in writing to the Lender on or prior to the date of this Agreement. (c) Save for any Environmental Claim in existence as of the date of this Agreement and which has been disclosed in writing by the Borrower to the Lender prior to the date of this Agreement, in relation to the Project or the Borrower, there are no current, pending Proceedings or threatened material Environmental Claims or material complaints relating to environmental matters or any other event or circumstance relating any environmental matter. (d) All information relating to the Project contained in any document submitted by the Borrower or any person on the Borrower’s behalf to any Governmental Authority in connection with any environmental matter was true, complete and accurate in all material respects at the time of submission and no such document omitted any information the omission of which would have made such document misleading in any material respect. (e) The Borrower has put in place, the requisite mechanisms and policies to record, report on and respond to complaints or issues arising from or relating to any environmental matter. (f) There are no facts, circumstances, conditions or occurrences regarding the Project that could reasonably be expected to: (i) form the basis of an Environmental Claim with respect to any Environmental Laws affecting the Companydevelopment, (b) the Company has not received any demandconstruction, claim ownership or notice of violation of any Environmental Laws and (c) to the knowledge operation of the CompanyProject, there is no Proceeding, notice or demand letter or request for information threatened against the Company Project or the Borrower; or (ii) cause the Project to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental LawRequirement, (iv) no Lien or restriction has other than those which have been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, disclosed in writing to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, Lender on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, prior to the knowledge date of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertythis Agreement.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Except as set forth in Section 3.3(b)(i) of the Company is in compliance with and Disclosure Memorandum: (A) Seller has not subject to caused or permitted the generation, manufacture, use, or handling or the release or presence of, any known liability under applicable Environmental Laws Hazardous Material (as defined below)) on, in, under or from any properties or facilities currently owned or leased by Seller or, to its knowledge, adjacent to any properties so owned or leased that requires notification, investigation or remediation pursuant to any environmental law; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (aB) there are no pending Proceedings with respect non-compliance orders, warning letters or notices of violations, actions, suits or other claims asserted or, to any Environmental Laws affecting its knowledge, threatened against Seller or administrative or judicial investigations arising from or relating to the Company, (b) the Company has not received any demand, claim or notice of violation environmental condition of any Environmental Laws property currently owned or leased by Seller or the generation, manufacture, use, or handling or the release or presence of, any Hazardous Material at any property currently owned or leased by Seller; (C) Seller has complied in all material respects with, and has kept all records and made all filings or reports required by, and is otherwise in compliance with all applicable federal, state and local laws, regulations, orders, permits and licenses relating to the generation, treatment, manufacture, use, handling, release or presence of any Hazardous Material on, in, under or from any properties or facilities currently owned or leased by Seller; (cD) to the knowledge of Seller, the Companyimprovements on the property owned or leased by Seller are free from the presence or growth of mold, fungi, spores or bacteria that could be reasonably expected to cause material property damage or personal injury, and the improvements on the property owned or leased by Seller are, and have been, reasonably free of conditions that could lead to the growth or presence of mold, fungi, spores or bacteria, including, without limitation, air conditioner malfunction, water intrusion, water leaks, sewage backflows and construction defects; and (E) to the knowledge of Seller, there is no Proceedingare not now nor have there ever been any underground storage tanks for the storage of Hazardous Material on, notice in or demand letter or request for information threatened against the Company under any Environmental Law, properties or facilities currently owned or leased by Seller. (ivii) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed orNeither Seller nor, to the knowledge of the CompanySeller, proposed for listing on the National Priorities List under CERCLA any of its officers, directors, employees or any state list of hazardous substance sites requiring cleanupagents, (b) is listed in the Comprehensive Environmental Responsecourse of such individual’s employment by Seller, Compensation, Liability Information System List promulgated pursuant to CERCLAhas given advice with respect to, or on participated in any comparable list maintained by respect in, the management or operation of any state entity or local governmental authorityconcern regarding the generation, storage, handling, disposal, transfer, production, use or processing of Hazardous Material. (viiiii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to To the knowledge of Seller, Seller has not foreclosed on any property on which there is a threatened release of any Hazardous Material or on which there has been a release and remediation has not been completed to the Companyextent required by environmental laws. (iv) Neither Seller nor any of its executive officers or directors is aware of, none has been told of, or has observed, the presence of any Hazardous Material on, in, under, or around property on which Seller holds a legal or security interest, in violation of, or creating a liability under, federal, state, or local environmental statutes, regulations, or ordinances. (v) Seller has delivered to Buyer true, correct and complete copies of all reports or tests with respect to compliance of any of the properties or facilities owned, operated, leased currently owned or controlled operated by Seller with any environmental laws or the Company are adversely affected by any Release presence of Hazardous Materials originating that were prepared for Seller or emanating from any prepared for other propertyPersons and are in the possession, custody or control of Seller.

Environmental. Except as would notset forth on Schedule 5.19, individually or in to the aggregateSeller’s Knowledge, reasonably be expected to the Company, the Subsidiary and each of their predecessors have a Material Adverse Effect, (i) the Company complied and is in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), (ii) Laws. Each of the Company and the Subsidiary has made all filings obtained and provided all notices required under all applicable Environmental Laws, and hascomplied with, and is in compliance with, all permits Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither the Company nor the Subsidiary has received a written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental LawsLaw. To the Seller’s Knowledge, each none of which is in full force the following exists at any property or facility currently owned or operated by either the Company or the Subsidiary and effectnone of the following existed at any property or facility previously owned or operated by the Company, (iii) the Subsidiary or any of their predecessors at or before the time the Company, the Subsidiary or any of their predecessors ceased to own or operate such property or facility: (a) there are no pending Proceedings with respect to any Environmental Laws affecting underground storage tanks (other than an underground storage tank, which was removed in 1989 or 1990, which was formerly at the Companyproperty currently leased by the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇), (b) the Company has not received asbestos-containing material in any demandform or condition, claim or notice of violation of any Environmental Laws and (c) to the knowledge materials or equipment containing polychlorinated biphenyls, or (d) landfills, surface impoundments or disposal areas. None of the Company, there the Subsidiary or any of their predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is no Proceedingcontaminated by any such substance) in a manner that has given or would give rise to any Liability, notice including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or demand letter attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or request for information threatened against cleanup, or notification to or Consent of any Person, pursuant to any Environmental Laws. Neither the Company under nor the Subsidiary has, either expressly or, to the Seller’s Knowledge by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. To the Seller’s Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of either the Company or the Subsidiary will prevent, hinder or limit continued compliance with any Environmental Law, (iv) no Lien give rise to any investigatory, remedial or restriction has been recorded under corrective obligations pursuant to any Environmental Law with respect Law, or give rise to any assetsother Liabilities pursuant to any Environmental Law, facility including any relating to onsite or property owned, operated, leased offsite releases or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. Except as would notdisclosed on Schedule 2.1.23., (a) The Company complies, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) and the Company is at all times has complied, in compliance all material respects, with and not subject all Environmental, Health or Safety Requirements of Law (as defined below) applicable to any known liability under applicable Environmental Laws the business thereof or the Properties (as defined below), including, without limitation, the use, maintenance and operation of the Properties, and all activities and conduct of business related thereto, including, without limitation, the treatment, remediation, removal, transport, storage and/or disposal of any Contaminant (as defined below); (b) The Company has obtained or has taken appropriate steps, as required by Environmental, Health or Safety Requirements of Law, to obtain all environmental, health and safety permits, consents, licenses and other authorizations (collectively, "EHS Permits") necessary for the operation of its business and the ownership and operation of the Properties, all such EHS Permits are in good standing, and the Company is currently in compliance in all material respects with all terms and conditions of such EHS Permits. No material change in the facts or circumstances reported or assumed in the applications for or the granting of such EHS Permits exists. To the best of the Company's knowledge, there are not any proceedings threatened which would jeopardize the validity of any such EHS Permits; (c) The Company is not subject to any judicial or administrative proceeding, notice, order, judgment, decree or settlement, or to the best of the Company's knowledge, any investigation, alleging or addressing in connection with its business or the Properties (i) any violation of any Environmental, Health or Safety Requirements of Law, or (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsany Remedial Action (as defined below), and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, or (iii) any claims or liabilities and costs arising from the Release (aas defined below) there are no pending Proceedings with respect or threatened Release of any Contaminant; (d) No Environmental Lien (as defined below) has attached to any Environmental Laws affecting of the Properties owned by the Company or, to the best of the Company's or ▇▇▇▇'▇ knowledge, any Properties leased by the Company; (be) the The Company has not received and is otherwise not aware of any demandnotice, claim or notice of other communication concerning (i) any alleged violation of any Environmental Laws and (c) Environmental, Health or Safety Requirements of Law at the Properties, whether or not corrected to the knowledge satisfaction of the appropriate authority, (ii) alleged liability of the Company for Environmental Damages (as defined below) arising out of or related to its business or any of the Properties, or (iii) any alleged liability of the Company arising out of or related to its business or the Properties for the Release or threatened Release of a Contaminant at any location, and, there exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, or summons relating to the condition, ownership, use, maintenance or operation of any of the Properties, or the suspected presence of Contaminants thereon or therefrom, nor is the Company aware of any basis for such lawsuit, claim, proceeding, citation, directive, summons or investigation being instituted or filed; (f) To the best of the Company's knowledge, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under no Release of any Environmental Law with respect Contaminants in reportable quantities, nor is there any threatened release of any Contaminants, at, to or from any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company Properties; (ag) is listed or, to To the knowledge best of the Company's knowledge, none of the Properties is listed or proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b"NPL") is listed in pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA"), or listed on the Comprehensive Environmental Response Compensation Liability Information System List promulgated pursuant ("CERCLIS") or any similar state list of sites, and the Company is unaware of any conditions at any of such Properties which, if known to CERCLAa Governmental Authority (as defined below), or would qualify such Properties for inclusion on any comparable list maintained by such list; (h) The Company has not disposed (as such term is defined in the Federal Resource Conservation and Recovery Act ("RCRA")) of greater than de minimis quantities of any hazardous waste (as such term is defined in RCRA) at any of the Properties; (i) The Company has not transported or arranged for the transport of any Contaminant to any site, other than amounts and type of Contaminants not subject to regulation under Environmental, Health and Safety Requirements of Law; (j) To the best of its knowledge, the Company has not transported or arranged for the transport of any Contaminant to any facility or site for the purpose of treatment or disposal which (i) is included on the NPL or CERCLIS, (ii) is or was, at the time of disposal, subject to a Remedial Action requirement (other than routine, anticipated, closure-related corrective action obligations affecting closed solid waste management units at such facility) issued under RCRA or any state or local governmental authoritysolid or hazardous waste regulatory law, or (viiiii) at the time of the disposal had received a notice of violation with respect to alleged violations of any Environmental, Health and Safety Requirements of Law; (k) There is not constructed, placed, deposited, stored, disposed nor located on any of the Properties any asbestos in any form which has become or threatens to become friable; (l) To the best of the Company's knowledge, no Hazardous Materials underground improvements, including but not limited to treatment or storage tanks, sumps, or water, gas or oil ▇▇▇▇▇, or associated piping, but excluding utility-owned underground improvements, are being released or have ever been located on any of the Properties; (as defined belowm) atThere is not constructed, placed, deposited, released, stored, disposed, leaching nor located on any of the Properties any polychlorinated biphenyls ("PCBs") or under any facility ownedtransformers, operatedcapacitors, leased ballasts, or controlled by other equipment which contain dielectric fluid containing PCBs; and (n) To the best of its knowledge, the Company has no liability, has not received and is otherwise unaware of any notice, claim or have been Released at, other communication alleging liability on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge part of the Company, none for the material violation of any Environmental, Health or Safety Requirements of Law, for Environmental Damages, or for the Release or threatened Release of any Contaminant in connection with any businesses or properties previously owned or operated by the Company. (o) ▇▇▇▇ has delivered to Purchaser a true and complete copy of the facilities ownedenvironmental report prepared by ERM-Southeast, operatedInc., leased or controlled by with respect to the Company Company's St. ▇▇▇▇, Virginia facility. All matters disclosed therein are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyincorporated into Schedule 2.1.23. (p) Purchaser has had prepared its own environmental report with respect to the Company's St. ▇▇▇▇, Virginia facility, and delivered a true and complete copy to ▇▇▇▇. All matters disclosed therein are incorporated into Schedule 2.1.23

Environmental. Except as would In respect of the properties which a member of the Madison Group operates and, to the knowledge of Madison, in respect of (A) current properties for which a member of the Madison Group is not the operator, (B) former properties which a member of the Madison Group has operated to the extent the Madison Group may be liable for obligations relating to such former properties, and (C) former properties for which a member of the Madison Group was not the operator to the extent the Madison Group may be liable for obligations relating to such former properties, except to the extent that any violation or other matter referred to in this Section 4.2(z) does not, individually or in the aggregate, and would not reasonably be expected to to, have a Material Adverse Effect, Effect on Madison:‌ (i) no member of the Company Madison Group is or has been in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) each member of the Madison Group has operated its business at all times and has received, each handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems, or on or underneath any location which is or was currently or formerly owned, leased, sub-leased, licenced to, farmed-out to or otherwise operated by a member of the Madison Group, that have not been remediated in accordance with all Applicable Laws; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of a member of the Madison Group of which such member has notice; (v) there has been no failure to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) each member of the Madison Group holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, all Environmental Approvals are in full force and effect, and no member of the Madison Group has received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Madison, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Companyproperties of a member of the Madison Group currently or formerly owned, proposed for listing on leased, operated or otherwise used; and (viii) no member of the National Priorities List under CERCLA Madison Group has assumed or retained by contract or operation of law any state list losses, expenses, claims, damages or liabilities of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Laws.

Environmental. (a) Except as would notdescribed in Schedule 22, individually or the Vendor, in respect of the aggregatePurchased Business and the Purchased Assets, reasonably be expected to have a Material Adverse Effect, (i) the Company has been and is in compliance with all Laws, directives and not subject decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any known liability pollutants, contaminants, chemicals or industrial toxic or hazardous wastes or substances ("Hazardous Substances"); (b) The Vendor has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under applicable Environmental Laws (as defined below)the "Environmental Permits") required for the operation of the Purchased Business. Each Environmental Permit is valid, subsisting and in good standing, and the Vendor is not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit; (iic) The Vendor, in connection with the Company Purchased Business, has made not used or permitted to be used, except in compliance with all filings and provided all notices required under all applicable Environmental Laws, and hasany of its property (including the Leased Stores); (d) To the Knowledge of the Vendor, and no Leased Store is in or ever has been insulated with urea formaldehyde insulation, nor do such buildings or structures contain any aluminium wiring or friable asbestos or any other substance containing asbestos; (e) The Vendor has never received any notice of, or been prosecuted for an offence alleging, non-compliance with, all permits required under with any applicable Environmental Laws, each nor has the Vendor settled any allegation of which is non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Purchased Business or the Purchased Assets, nor has the Vendor received notice of any of the same; (f) Except as disclosed in full force and effectSchedule 22, (iii) (a) to the Knowledge of the Vendor, there are no pending Proceedings or proposed changes to Environmental Laws which would render illegal or restrict the manufacture or sale of any product manufactured or sold or any service provided by the Vendor in connection with the Purchased Business; (g) The Vendor has not caused or permitted the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets (including the Leased Stores) utilized in the Purchased Business, or any such release on or from a facility which it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to any which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the Purchased Business have been disposed of, treated and stored in compliance with all Environmental Laws affecting Laws. Schedule 22 identifies all of the Company, locations where Hazardous Substances used in whole or in part by the Vendor in connection with the Purchased Business have been or are being stored or disposed of; (bh) the Company The Vendor has not received any demandnotice that it is potentially responsible for a federal, claim provincial, municipal or notice of violation of local clean-up site or corrective action under any Environmental Laws and (c) to in connection with the knowledge of Purchased Business. The Vendor, in connection with the CompanyPurchased Business, there is no Proceeding, notice or demand letter or has not received any request for information threatened against in connection with any federal, provincial, municipal or local inquiries as to disposal sites; and (i) To the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility Knowledge of the Company (a) is listed orVendor, there are no environmental audits, evaluations, assessments, studies or tests relating to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA Purchased Business or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyPurchased Assets.

Environmental. Except as would In respect of the properties which Trican or any of its Subsidiaries operates and, to the knowledge of Trican in respect of properties for which Trican or any of its Subsidiaries is not the operator, except to the extent that any violation or other matter referred to in this paragraph (aa) does not, individually or in the aggregate, and would not reasonably be expected to to, have a Material Adverse Effect, Effect on Trican and its Subsidiaries: (i) the Company is are not in violation of any Environmental Laws; (ii) have operated their businesses at all times and have received, handled, used, stored, transported, shipped and disposed of all contaminants in compliance with Environmental Laws; (iii) have had no Releases of Hazardous Substances into the earth, air or into any body of water, including groundwater, or any municipal or other sewer or drain water systems that have neither been fully and not subject completely delineated nor re-mediated to levels in compliance with Environmental Laws; (iv) have had no orders, directions or notices issued that remain outstanding against any of them pursuant to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and of which they have received a written notice; (v) have not failed to report to the proper Governmental Entity the occurrence of any event which is in compliance with, required to be so reported by any Environmental Laws; (vi) hold all permits Permits required under any applicable Environmental LawsLaws in connection with the operation of their businesses and the ownership and use of its assets, each of which is all such Permits are in full force and effect. Except for notifications and conditions of general application to assets of reclamation obligations under legislation in each jurisdiction in which they conduct their businesses, (iii) (a) there are no pending Proceedings with respect have not received any notification pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received repairs, constructions or capital expenditures are required to be made by any demand, claim or notice of violation them as a condition of continued compliance with any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Laws, or any comparable state lawPermits issued pursuant thereto, or that any Permits referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vivii) have no property or facility of the Company (a) is listed pending or, to the knowledge of any of them, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws or violation or potential violation of Environmental Laws with respect to any of the Companyproperties currently or formerly owned, proposed for listing on the National Priorities List under CERCLA leased, operated or otherwise used; and (viii) have not assumed or retained by Contract or operation of Law any state list losses, expenses, claims, damages or liabilities of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.applicable Environmental Laws

Environmental. Except as would notset forth in Schedule 5.18 or with respect to matters that have been fully resolved: (a) The Company and the Subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Business or respective use of the Real Property or any formerly owned, individually leased or operated property in the aggregatepossession of the Company or a Subsidiary; (b) To the Company’s Knowledge, reasonably be expected to have a there has been no Release of any Hazardous Material Adverse Effectby the Company or the Subsidiaries at or under the Real Property or any other real property currently or formerly owned, operated or leased by the Company or the Subsidiaries; (c) None of the Company or any of the Subsidiaries has (i) received written notice under the Company is in compliance with and not subject to citizen suit provisions of any known liability under applicable Environmental Laws (as defined below)Law, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any written notice of any allegation, demand, complaint or claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company Liability under any Environmental Law, (iii) been subject to or, to the Company’s Knowledge, threatened with any governmental enforcement action or Order with respect to any Environmental Law, or (iv) no Lien suffered or restriction has been recorded incurred any Loss pursuant to any violation under any Environmental Law, and, to the Company’s Knowledge, will not after Closing suffer or incur any Loss pursuant to any violation under any Environmental Law, as a result of the action or inaction of any Person; (d) The Company and the Subsidiaries have obtained all Permits required under any Environmental Law by applicable Governmental Authorities for the conduct of the Business (as currently conducted); (e) The Company and the Subsidiaries have not assumed by contract or provided an indemnity with respect to any assetsmaterial Liability of any other Person relating to Environmental Laws; (f) The Company and the Subsidiaries have made available to the Buyer copies of all Environmental site assessments, facility compliance audits, asbestos surveys and soil or property groundwater sampling results prepared during the Applicable Period with respect to the Real Property or any formerly owned, operated, leased or controlled by operated property in the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility possession of the Company or a Subsidiary; and (ag) is listed orTo the Company’s Knowledge, there are no underground or above ground storage tanks, surface impoundments, landfills, or Hazardous Material treatment units, located at the Real Property except as disclosed in documents made available to the knowledge of the Company, proposed for listing Buyer and operated in compliance in all material respects with Environmental Law and all storage tanks on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or Real Property which were previously removed from service have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyclosed in compliance with all Environmental Law.

Environmental. Except as set forth on Schedule 3.19: (a) with respect to the Business, the Sellers have complied and are in compliance in all material respects with all Environmental Law, including obtaining and complying with all material Permits that are required pursuant to any Environmental Law; (b) none of the following exists at the Leased Real Property: (i) underground storage tanks containing Hazardous Substances, (ii) friable asbestos-containing materials, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or Hazardous Substance disposal areas, in each case owned or operated by the Seller or reasonably expected to give rise to any material Liability under applicable Environmental Law; (c) with respect to the Business, the Sellers have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous Substance in a manner that has given or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject give rise to any known liability under applicable material Liability, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Laws Law; (as defined below), (iid) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the CompanyBusiness, (b) the Company has Sellers have not received any demandwritten notice, claim report or notice of other information regarding any actual or alleged violation of any Environmental Laws and Law or any Liabilities or potential Liabilities under Environmental Law; (ce) neither this Agreement nor the Transactions will create any material Liability for site investigation or cleanup, or Consent of any Governmental Body, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Law; and (f) with respect to the knowledge Business, no Seller has, either expressly or by operation of the CompanyLaw, there is no Proceeding, notice assumed or demand letter or request for information threatened against the Company undertaken any material Liability of any other Person under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. (a) Except as disclosed on Schedule 4.17(a), to the Knowledge of Seller, the Business is, and since January 1, 2017 has been, conducted in compliance in all material respects with all applicable Environmental Laws. Except as disclosed on Schedule 4.17(a), none of the Company, its Subsidiaries or Seller or any Seller Affiliate has received any written notice or demand letter from any Governmental Entity or Third Party, indicating that the Business is in violation in any material respect of, or materially liable under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party. Except as disclosed on Schedule 4.17(a), none of the Company, its Subsidiaries, Seller or any Seller Affiliate is subject to any judgment, order, writ, injunction, or decree of any Governmental Entity pursuant to Environmental Laws, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business. (b) Except as disclosed on Schedule 4.17(b), to the Knowledge of Seller, (i) after giving effect to the Pre-Closing Restructuring, the Company will hold all material Permits required under Environmental Law that are necessary or required for the conduct of the Business and (ii) the Company, its Subsidiaries, and Seller or any Seller Affiliate with respect to the Business, is and has been, since January 1, 2017, in compliance in all material respects with such Permits, and not subject no Proceeding is pending or threatened in writing with respect to any known liability under applicable Environmental Laws alleged failure by them to have any such Permit or not to be in compliance therewith. (c) Except as defined belowdisclosed on Schedule 4.17(c), (i) none of the Company or its Subsidiaries, or Seller or any Seller Affiliate with respect to the Business, owns, leases or operates a site that pursuant to CERCLA or any similar state or foreign Law, has been placed or is proposed to be placed by any Governmental Entity on the “National Priorities List” or similar state or foreign list, as in effect as of the Closing Date, (ii) (A) none of the Company has made all filings and provided all notices required under all applicable Environmental Lawsor its Subsidiaries, and has, and is in compliance with, all permits required under or Seller or any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings Seller Affiliate with respect to any Environmental Laws affecting the CompanyBusiness, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified by any Governmental Entity as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any similar state or local governmental authorityforeign Law with respect to any site, and (viiB) no Hazardous Materials are being released generated, transported or disposed of by or on behalf of the Business have been found at any site where a Person has made written demand on the Company, its Subsidiaries, Seller or any Seller Affiliate to conduct or pay for a remedial investigation, removal or other response action pursuant to any applicable Environmental Law, the cost of which would be material to the Business, and (as defined belowiii) atto the Knowledge of Seller, on or under any facility owned, operated, leased or controlled there has been no Release by the Company or have been Released atits Subsidiaries, on or Seller or any Seller Affiliate with respect to the Business, or by any other party, that is reasonably likely to result in a material liability (including any investigatory, corrective or remedial obligations) of the Business under any facility Environmental Law. (d) Seller has made available to Buyer copies of all material environmental reports, audits, assessments, and all material correspondence with Governmental Entities, in the possession or control of Seller or a Seller Affiliate relating to Hazardous Materials or compliance with Environmental Laws and pertaining to the Company or the Business, or any real property owned, operated, leased or controlled operated by the Company or the Business. (except as may e) The representations and warranties set forth in Section 4.9, Section 4.10, this Section 4.17, and Section 4.24 are the sole and exclusive representations and warranties of Seller regarding Environmental Law, Hazardous Materials, and other environmental matters and no other provision hereof shall be allowed by permit) and, construed to the knowledge of the Company, none of the facilities owned, operated, leased constitute a representation or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertywarranty relating to such matters.