Common use of Environmental Clause in Contracts

Environmental. The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are in material compliance with allEach Loan Party will, and have not violated in will cause each of its Restricted Subsidiaries to, (a) Keep any material respects anyproperty either owned or operated by any Loan Party or its Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or except to the Knowledge of Seller, other communication extent that any such Permit will be revoked, failure to do so could not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially have a Material Adverse Effect, (b) Comply with Environmental Laws and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected Environmental Permits held by any Loan Party or its Restricted Subsidiaries, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) Promptly notify Agent following discovery by any Loan Party or its Restricted Subsidiaries of any material Order under any Environmental Law Release of a Hazardous Material from or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any onto property currently owned or formerly operated by any of them andLoan Party or its Restricted Subsidiaries, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies from or onto any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions property that could reasonably be expected to result in a material liability Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to the Sold Companies pursuant ▇▇▇▇▇ said Release or otherwise to come into compliance, in all material respects, with applicable Environmental Laws or to materially and adversely affect Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Agent with written notice of any of them. None the following: (i) notice that a material Environmental Lien has been filed against any of the Sold Companies has assumed material real or retainedpersonal property of a Loan Party or its Restricted Subsidiaries that constitutes Collateral, by contract (ii) notice of a commencement of any material Environmental Action or by operation written notice that a material Environmental Action will be filed against a Loan Party or its Restricted Subsidiaries, (iii) written notice of Lawa violation, citation, or other Environmental Action, other than any liability under with respect to a violation, citation or other Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, Action that could not reasonably be expected to be have a Material Adverse Effect and (iv) the revocation, suspension, or material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business adverse modification of any Sold Company or Environmental Permit, other than any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating such action that could not reasonably be expected to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernhave a Material Adverse Effect.

Environmental. The Sold Companies are in material compliance with all, and have not violated in (a) Neither the Company nor any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its Subsidiaries (i) has received any written noticenotice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Knowledge Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of Sellerthe Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other communication that Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit will be revokedwould not, not re-issuedindividually, or materially modified in a manner adverse to the Sold Companiesaggregate, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially have a Company Material Adverse Effect. All such permits are in full force and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them effect and, to the Knowledge of SellerCompany’s knowledge, there are no Materials of Environmental Concern are otherwise present at pending or affecting any property operated by threatened claims that seek the Sold Companies revocation, cancellation, suspension or any other location (including adverse modification of any facility for such permits, except where the treatmentfailure to have any such Permit would not, storageindividually, or disposal of Materials of Environmental Concern)in the aggregate, in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller have a Company Material Adverse Effect. (c) The Company previously has made available to Buyer Parent copies of all environmental investigationssite assessments prepared by any person, studies, audits, tests, reviews or and permits required under Environmental Laws and all other environmental analyses material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws. (d) For purposes of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used hereinthis Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws and Orders relating to protection of the environment, environment which regulate the management or protection disposal of human health and safety as may be affected by exposure to Materials of Environmental Concernbiological agents or substances including medical or infectious wastes.

Environmental. (a) Neither the Company nor any of its subsidiaries has received written notice of, or, to the knowledge of the Company, is subject to, any pending or threatened action, cause of action, claim, or investigation alleging liability under or non-compliance with any Applicable Laws relating to pollution or the protection of human health or the environment (“Environmental Laws”), except for such actions, causes of action, claims, or investigations that would not reasonably be expected to have a Material Adverse Effect. The Sold Companies Company and each of its subsidiaries are in material compliance with allall Environmental Laws, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries holds and is in compliance with all permits required to be held by it under Environmental Laws, except where the failure to hold any such permit or to comply with any such permit would not reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of the Company, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping, or release of any kind (collectively, “Release”) of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including crude oil or any fraction thereof) or solid wastes, including those defined in any Environmental Law (“Hazardous Materials”), on, beneath, above, or into any of the Owned Real Property or the Leased Real Property, except for any Releases permitted by law or that have not violated in had and would not reasonably be expected to have a Material Adverse Effect. (c) Except for any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and matters that have not violated in any material respects anyhad and would not reasonably be expected to have a Material Adverse Effect, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions Environmental Claim pending or, to the Knowledge knowledge of Sellerthe Company, threatened against the Company or affectingany of its subsidiaries or against any person or entity whose liability for such Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. “Environmental Claim” means any notice by a person or entity alleging potential liability (including potential liability for investigatory costs, the Sold Companies cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on, or resulting from (i) alleging the presence, or release into the environment, of any violation material or form of energy at any location, whether or liability under not owned by the Company or any Environmental Law, of its subsidiaries; or (ii) arising out of circumstances forming the presence or release basis of any substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminantviolation, or as any other words having the same or similar meaning (“Materials alleged violation, of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are (a) Except as to matters that would not reasonably be expected to have, individually or in material compliance with allthe aggregate, and have not violated in any material respects anya Material Adverse Effect, material Environmental Laws. The Sold Companies possess and comply in all material respects with allsince January 1, and have not violated in any material respects any2017, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any no written notice, claim, demand, request for information, order, complaint or to penalty has been received by the Knowledge Company or any of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companiesits Subsidiaries, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of Sellerthe Company, threatened against or affecting, the Sold Companies (i) alleging any which allege a violation of or liability under any applicable Environmental Law, or (ii) arising out of the presence or 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”), thatLaws, in each case under clauses relating to the Company or any of its Subsidiaries; (ib) and (ii), could except as to matters that would not reasonably be expected to materially have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2017, the Company and adversely affect each of its Subsidiaries has been in compliance with all applicable Environmental Laws; (c) except as to matters that would not reasonably be expected to have, individually or in the Sold Companies. None aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has obtained all permits, licenses and other approvals required pursuant to Environmental Law for the operations of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None business of the Sold Companies Company and its Subsidiaries, and since January 1, 2017 has released any Materials of maintained all financial assurances, necessary for its operations to comply, in all respects, with all applicable Environmental Concern at any property currently or formerly operated by any of them andLaws and is, and since January 1, 2017, to the Knowledge of Sellerthe Company, has been, in compliance with the terms of such permits, licenses and other approvals and financial assurance requirements; (d) no Materials of Environmental Concern are otherwise present at Hazardous Material is located at, on or affecting under any property currently owned, operated or leased by the Sold Companies Company or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions its Subsidiaries that could would reasonably be expected to result in material give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to the Sold Companies asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed costs, liabilities or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could obligations that would not reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigationshave, studies, audits, tests, reviews individually or other environmental analyses in the possession of Seller aggregate, a Material Adverse Effect; and related to (e) since January 1, 2017, no Hazardous Materials have been generated, owned, treated, stored, handled, controlled, transported or Released by (or on behalf of) the current business of any Sold Company or any property of its Subsidiaries, or facility leased by Released at any Sold location, in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Company since August 26, 2011. As used herein, “Environmental Laws” means or any of its Subsidiaries under any applicable Environmental Laws and Orders relating that would reasonably be expected to protection of have, individually or in the environmentaggregate, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerna Material Adverse Effect.

Environmental. The Sold Companies Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and each Company Subsidiary are and since January 1, 2020 have been in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with all material respects with all, and have not violated in any material respects any, material Company Permits required under for their operations in accordance with Environmental Laws, which includes compliance with all Environmental Laws governing the registration or authorization of the use of Hazardous Materials in products; (b) (i) no Proceeding against the Company or any material Company Subsidiary relating to any Environmental Law for their respective operations as currentlyis pending or threatened in writing, and none of (ii) neither the Sold Companies Company nor any Company Subsidiary has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending ora written request for information from any Person, to including any Governmental Authority, alleging that the Knowledge Company or any Company Subsidiary has been or is in actual or potential violation of Seller, threatened against any Environmental Law or affectingotherwise may have liability under any Environmental Law, the Sold Companies subject of which notice or request is unresolved and (iiii) alleging neither the Company nor any Company Subsidiary is a party or subject to any ongoing obligations pursuant to any Order or agreement resolving any alleged violation of or liability under any Environmental Law; (c) no Hazardous Materials have been released by the Company or any Company Subsidiary, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andor, to the Knowledge of Sellerthe Company, no Materials of Environmental Concern are otherwise present at by any third party at, on, under or affecting from any real property currently or formerly owned, leased or operated by the Sold Companies Company or any other location (including any facility Company Subsidiary in a manner or to a degree that has resulted in or is reasonably likely to result in an obligation for the treatmentCompany or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or that otherwise has resulted in or is reasonably likely to result in liability to the Company or any Company Subsidiary under any Environmental Law; (d) neither the Company nor any Company Subsidiary has entered into any written agreement or to the Knowledge of the Company incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs in connection with any Environmental Law, or relating to the generation, use, storage, disposal or disposal exposure to Hazardous Materials; and (e) no capital improvements currently are required or planned to be undertaken at any of Materials the Company or Company Subsidiary owned or leased properties for the purpose of achieving or maintaining compliance with Environmental Concern), in each case, under such circumstances Laws or under such conditions that could reasonably be expected to result in material liability to the Sold Companies Company Permits issued pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are (a) Except as would not result, or reasonably be expected to result, individually or in material compliance with allthe aggregate, in a Company Material Adverse Effect, no Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and have consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not violated result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in environmental litigation or impose upon Company any material respects anyenvironmental liability. (e) Company has not, material Permits required under either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any material Environmental Law for their respective operations as currently, and none liability (including future or contingent liabilities) of the Sold Companies has received any written notice, another person or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability entity under any Environmental Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to Hazardous Materials. (iif) arising out Neither Company nor, to the knowledge of Company, any of its agents, possess copies of any reports concerning the presence or release possible presence 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 (“released Hazardous Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any on real property currently or formerly operated owned, leased, or occupied by any of them andCompany, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernsite assessment reports.

Environmental. The Sold Companies only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in material compliance with allthis Section 5.10, and have not violated none of the other representations and warranties contained in any material respects anythis Agreement will be deemed to constitute, material directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. The Sold Companies All such matters are governed exclusively by this Section 5.10. (a) Except as set forth on Schedule 5.10(a)-1, (i) Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (ii) with respect to the Purchased Assets and comply the Business, Seller is in compliance in all material respects with allthe requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have not violated in any material respects anya Material Adverse Effect. To Seller’s Knowledge as of the date hereof, material Permits required under any Schedule 5.10(a)-2 sets forth a list of all material Environmental Law Permits held by Seller for their respective operations as currently, and none the operation of the Sold Companies Business. (b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of Sellerthe date hereof, other communication Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such Permit will actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be revokedexpected to have a Material Adverse Effect or as set forth on Schedule 5.10(c), not re-issued(i) there is and has been no Release from, in, on, or materially modified in beneath the Real Property that could form a manner adverse basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Sold CompaniesPurchased Assets or the Business, and to the Knowledge of Seller there is no basis for such written notice or communication. There which are no Actions pending or, to the Knowledge of Seller’s Knowledge, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out Seller. To Seller’s Knowledge as of the presence date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or 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 beneath the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions Real Property that could reasonably be expected to result in material liability to form the Sold Companies pursuant to basis for an Environmental Laws Claim, and of all Environmental Claims pending or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. threatened against Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and that are principally related to the current business of any Sold Company Purchased Assets or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernBusiness.

Environmental. (a) The Sold Companies are Administrative Borrower will deliver to the Administrative Agent as soon as practicable following the sending or receipt thereof by the Administrative Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (A) any Environmental Claim that, individually or in material compliance with allthe aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect; (B) any Release required to be reported by the Administrative Borrower or any of its Restricted Subsidiaries to any federal, state, provincial, municipal or local governmental or regulatory agency or other Governmental Authority that reasonably could be expected to have a Material Adverse Effect, (C) any request made to the Administrative Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Administrative Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect and (D) subject to the limitations set forth in the proviso to Section 5.01(j), such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a). (b) The Administrative Borrower shall promptly take, and have not violated in shall cause each of its Restricted Subsidiaries promptly to take, any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or actions necessary to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging cure any violation of or liability under noncompliance with any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any applicable Environmental Law by the Administrative Borrower or regarding its Restricted Subsidiaries, and address with appropriate corrective or remedial action any release Release or threatened Release of Hazardous Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting from any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern)Facility, in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability have a Material Adverse Effect and (ii) make an appropriate response to any Environmental Claim against the Sold Companies pursuant to Environmental Laws Administrative Borrower or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, its Restricted Subsidiaries and discharge any liability under Environmental Laws or regarding obligations it may have to any release of Materials of Environmental Concern thatPerson thereunder, in each case, where failure to do so could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigationshave, studies, audits, tests, reviews individually or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26aggregate, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerna Material Adverse Effect.

Environmental. The Sold Companies (i) Lessee and its Subsidiaries are in material compliance with allall applicable Environmental Laws and Environmental Permits, and have not violated in any material respects anyto Lessee's knowledge, material Environmental Laws. The Sold Companies possess and comply in all material respects no circumstances exist that would prevent or interfere with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none such compliance during the term of the Sold Companies has received any written noticeLease, or except to the Knowledge of Seller, other communication extent that any such Permit will be revokednon-compliance, individually or in the aggregate, would not re-issued, or materially modified in have a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or Material Adverse Effect; (ii) arising out Lessee and its Subsidiaries have obtained all Environmental Permits required for the occupancy and operation of their property, equipment, and facility, except to the presence extent that any such failure to obtain such Environmental Permits, individually or release in the aggregate, would not have a Material Adverse Effect; (iii) there are no past, pending, or threatened Environmental Claims against Lessee or its Subsidiaries, and Lessee is not aware of any substance facts 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”), that, in each case under clauses (i) and (ii), circumstances which could reasonably be expected to materially form the basis for any Environmental Claim against Lessee or its Subsidiaries, except to the extent that any such Environmental Claims if adversely decided, individually or in the aggregate, would not have a Material Adverse Effect; (iv) except as expressly set forth in the Environmental Audit and adversely affect on Exhibit R, no Hazardous Materials are present, no Releases of Hazardous Materials have occurred at, from, in, on, under, to, or adjacent to the Sold Companies. None Property during such time as Lessee has been in possession of the Sold Companies is subject Property, and to Lessee's knowledge, no Releases of Hazardous Materials have ever occurred at, from, in, on, under, to, or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, adjacent to the Knowledge of SellerProperty; (v) Lessee and its Subsidiaries have not transported, no Materials of Environmental Concern are otherwise present at disposed of, or affecting any property operated by the Sold Companies or any other location (including any facility arranged for the treatment, storage, handling or disposal of any Hazardous Materials at any off-site location which is an Environmental Cleanup Site; (vi) No facility or property now owned, operated or leased by Lessee or its Subsidiaries is or was previously an Environmental Cleanup Site; and no facility or property previously owned, operated or leased by Lessee or its Subsidiaries was an Environmental Cleanup Site during the time of Lessee's ownership. (vii) There are no Liens arising under or pursuant to Environmental Concern)Law on any property, in each casefacility, under such or equipment currently owned, operated or leased by Lessee or its Subsidiaries, and there are no facts, circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to imposition of such a Lien; and (viii) Costs of compliance with applicable Environmental Laws and Environmental Permits in connection with the Property or Lessee's or its Subsidiaries' operations, are not expected to materially and adversely affect any increase during the term of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernthis Lease.

Environmental. The Sold Companies are (a) Except as set forth in material Schedule 3.13(a), the Company and each of its Subsidiaries is in compliance with allall applicable Environmental Laws (as defined below) (which compliance includes, but is not limited to, the possession by the Company and each of its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except such failures to be in compliance, individually or in the aggregate, as have not violated in had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its Subsidiaries has received any written noticecommunication, whether from a Governmental Entity, citizens group, employee or to otherwise, alleging that the Knowledge Company or any of Seller, other communication that any such Permit will be revoked, its Subsidiaries is not re-issued, or materially modified in a manner adverse to the Sold Companiescompliance with Environmental Laws, and there are no past or present actions, activities, circumstances, conditions, events or incidents that are reasonably likely to prevent or interfere with such compliance in the Knowledge of Seller future. (b) Except as set forth in Schedule 3.13(b), there is no basis for such written notice or communication. There are no Actions Environmental Claim (as defined below) pending or, to the Knowledge best knowledge of Sellerthe Company, threatened threatened, against the Company or affectingany of its Subsidiaries or, to the Sold Companies (i) alleging best knowledge of the Company, against any violation of or Person whose liability under for any Environmental Law, Claim the Company or (ii) arising out any of the presence its Subsidiaries has or release may have retained or assumed either contractually or by operation 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”), thatlaw, in each case under clauses which has had or would reasonably be expected to have a Material Adverse Effect. (ic) and (iiExcept as set forth in Schedule 3.13(c), there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Release or presence of any Hazardous Material (as defined below) which could reasonably be expected to materially and adversely affect form the Sold Companies. None basis of any Environmental Claim against the Company or any of its Subsidiaries, or to the best knowledge of the Sold Companies is subject to or affected by Company, against any material Order under Person whose liability for any Environmental Law Claim the Company has or regarding may have retained or assumed either contractually or by operation of law, in each case which has had or would reasonably be expected to have a Material Adverse Effect. (d) The Company has delivered or otherwise made available for inspection to Purchaser true, complete and correct copies and results of any release reports, studies, analyses, tests or monitoring possessed by the Company or any of its Subsidiaries which have been prepared since January 1, 1997 pertaining to Hazardous Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at in, on, beneath or adjacent to any property currently or formerly owned, operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated leased by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property of its Subsidiaries, or facility leased by regarding the Company's or any Sold Company since August 26, 2011. As used herein, “of its Subsidiaries' compliance with applicable Environmental Laws” . (e) For purposes of this Agreement, "Cleanup" means any applicable Laws and Orders relating all actions required to: (i) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment; (ii) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to protection of endanger public health or welfare or the indoor or outdoor environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.;

Environmental. The Sold Companies are Except for any matters that, individually or in material compliance the aggregate, would not be a Material Adverse Change with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or respect to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies IsoTis: (i) alleging all facilities and operations of IsoTis and the IsoTis Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws, (ii) IsoTis and the IsoTis Subsidiaries are in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate their properties and to conduct their respective businesses as they are now being conducted or as proposed to be conducted (collectively the “IsoTis Environmental Permits”), and (iii) except as set forth in Schedule G, neither IsoTis nor any violation IsoTis Subsidiary is aware of, or is subject to: (A) any Environmental Laws which require or may require any significant work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures, for facility upgrades, environmental investigation or remediation; (B) any written demand, notice or request for information with respect to the breach of or liability under any Environmental LawLaws applicable to IsoTis or any IsoTis Subsidiary, respecting (I) the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances, or (II) the presence, Release or discharge of Hazardous Substances; or (C) any actual or proposed changes in the status, terms or conditions of any IsoTis Environmental Permits or any renewal, modification, revocation, reissuance, alteration, transfer or amendment of such IsoTis Environmental Permits, or (ii) arising out of the presence any review by, or release of any substance or material listedapproval of, classified or regulated by any Governmental Entity as toxic of such IsoTis Environmental Permits that are required in connection with the execution or hazardousdelivery of this Agreement, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None consummation of the Sold Companies is subject to transactions contemplated hereby or affected by any material Order under any Environmental Law or regarding any release the continuation of Materials business of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies IsoTis or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under IsoTis Subsidiaries following such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernconsummation.

Environmental. The Sold Companies are (a) Except as set forth in material compliance the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with allthe relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have not violated a Material Adverse Effect, the Company and each of its Subsidiaries and each of the Mining Operations is and has been in compliance with, and neither the Company nor any material respects anyof its Subsidiaries has any Liabilities under, material any and all Environmental Laws. The Sold Companies possess ; (ii) the Company and comply each of its Subsidiaries, directly or through the Contractors possesses, has possessed and is and has been in compliance in all material respects with all, and have not violated in any material respects any, material Permits required under any material all applicable Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller Permits; (iii) there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of the Seller, threatened against either the Company or affecting, any of its Subsidiaries or to the Sold Companies (i) Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is in violation of or liability has any Liability under Environmental Laws or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Environmental LawSite and no Hazardous Materials are present in, on, under, about or (ii) arising out of the presence migrating to or release of from 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”), that, in each case under clauses (i) and (ii), could Site that would reasonably be expected to materially give rise to a material Liability to the Company and adversely affect its Subsidiaries under applicable Environmental Laws; (v) neither the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by Company nor any of them and, its Subsidiaries nor to the Knowledge of Seller, no Materials the Seller either of Environmental Concern are otherwise present at the Contractors has transported or affecting any property operated by the Sold Companies or any other location (including any facility arranged for the treatment, storage, handling, disposal or disposal transportation of Materials of Environmental Concern), in each case, under such circumstances any Hazardous Material to any location which has resulted or under such conditions that could reasonably be expected to result in a material liability Liability to the Sold Companies pursuant to Environmental Laws Company and its Subsidiaries; (vi) there are no Phase I or to materially and adversely affect any of them. None of the Sold Companies has assumed or retainedPhase II environmental assessments, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses conducted by, on behalf of, or which are in the possession of Seller and related to the current business of any Sold Company or any property of its Subsidiaries (or facility leased any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Site Assessment dated March 8, 2010 by ▇▇▇▇ ▇. ▇▇▇▇ Company Mining and Geological Consultants made available to Purchaser; (vii) except for the Contract Mining Agreements, neither the Company nor any Sold Company since August 26of its Subsidiaries has, 2011. As used hereineither expressly or by operation of Law, “assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws” means any applicable Laws and Orders relating to protection ; (viii) neither the execution of this Agreement nor consummation of the environmenttransaction contemplated by this Agreement will require any pre-closing notification to or consent of any Governmental Authority (except with regard to the transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (B) underground storage tanks, or protection (C) asbestos-containing material at the Real Property. (b) Notwithstanding anything elsewhere in this agreement to the contrary, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties in this Agreement concerning environmental matters, subject to the last sentence of human health and safety as may be affected by exposure to Materials of Environmental ConcernSection 4.6(e).

Environmental. The Sold Companies are in As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material compliance with all, and have not violated in determination of any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in governmental authority or agency affecting any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written noticeFacilities and pertaining to health or the environment, or to the Knowledge of Sellerincluding, other communication that any such Permit will be revoked, but not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affectinglimited to, the Sold Companies Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) alleging disclosed in any violation of the environmental reports comprising a part of the Seller's Deliveries or liability under any Environmental Lawotherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) arising out would not have a material adverse effect on the Facilities or the business of the presence or release Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding is subject to any release of Materials of pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Concern. None Law; (b) no underground storage tanks have been or are now located at any Facility; (c) none of the Sold Companies Facilities is now or ever has released any Materials of Environmental Concern at any property currently been used for industrial purposes or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, treatment or disposal of Materials hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials in the ordinary course of the business of the Facilities in accordance with applicable Environmental Concern)Laws, nor has any Facility ever been listed by any federal, state or county agency or governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in each caseor on any Facility or any portion thereof, under such circumstances from any source whatsoever, or under such conditions that could reasonably be expected to result are now located at any Facility, in material liability to the Sold Companies pursuant to violation of applicable Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained(including, by contract or by operation of Lawwithout limitation, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern thatasbestos, in each caseradon, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews oil or other environmental analyses in petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the possession of Seller and related to the current business Purchaser promptly of any Sold Company or fact of which the Seller acquires actual knowledge which would cause this representation to become false and of any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of written notice that the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernSeller receives regarding the matters set forth in this subsection (t).

Environmental. The Sold Companies are To the Company’s best knowledge, except as set forth in material compliance the Loan Agreement and except with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or respect to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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 matters that individually or in the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), aggregate could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could not reasonably be expected to result in material liability to a Material Adverse Change (as defined in the Sold Companies pursuant to Loan Agreement): (a) There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the type ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or to materially Regulations. (b) The Mortgaged Property is not presently used, and adversely affect has not in the past been used as a landfill, dump, disposal facility, gasoline station or for the storage, generation, production, manufacture, processing, treatment, disposal, handling, transportation, or deposit of any Hazardous Substances, where such production, storage, generation, manufacturing, processing, treatment, disposal, handling, transportation or deposit was in violation, in any material respect, of them. None applicable Environmental Law. (c) There has not in the past been, and no present threat now exists of, a spill, discharge, emission or release of a Hazardous Substance in, upon, under, over or from the Sold Companies has assumed Mortgaged Property or retainedfrom any other property which would have an impact on the Mortgaged Property. (d) There are no past or present investigations, by contract administrative proceedings, litigation, regulatory hearings or by operation other action completed, proposed, threatened or pending, alleging noncompliance with or violation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern thatRegulations respecting the Mortgaged Property, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of any required environmental permits covering the environmentMortgaged Property. (e) The Company has disclosed to Mortgagee all reports and investigations commissioned by the Company and relating to Hazardous Substances and the Land and the Improvements. (f) There are not now, nor have there ever been, any above ground or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernunderground storage tanks located in or under the Mortgaged Property. There are no w▇▇▇▇ on or under the Mortgaged Property.

Environmental. The Sold (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in material compliance with all, and have not violated in any material respects any, material all Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or except to the Knowledge of Seller, other communication extent that any such Permit will non-compliance would not reasonably be revoked, not re-issued, expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or materially modified in a manner adverse other material Liability arising under any Environmental Law with respect to the Sold Companies, and to Projects or the Knowledge of Seller there is no basis for such written notice or communication. Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or affectingthe Acquired Companies), or the Sold Companies (i) alleging Acquired Companies, relating to any material violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to Seller or affected by any Acquired Company has received written notice from any Governmental Authority of any material Order under violation of any Environmental Law or regarding any release of Materials of Environmental Concern. None in respect of the Sold Projects or the Acquired Companies has released (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Materials Environmental Law to be acquired or held by or for the benefit of Environmental Concern at any property Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently or formerly operated by any conducted. Except as set forth in Schedule 3.01(p)(iii) of them andthe Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Materials Release of Hazardous Substances at or from the Projects in violation of Environmental Concern are otherwise present at Laws or affecting Permits required by or issued pursuant to any property operated by the Sold Companies or any other location (including any facility Environmental Law for the treatmentdevelopment, storageconstruction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would be reasonably be expected to result in a material liability to or interfere materially with the Sold Companies pursuant to Environmental Laws development, construction, ownership or to materially and adversely affect operations of any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Project. (v) Seller has made available to Buyer Purchaser all material environmental investigationsreports, studies, audits, tests, reviews or other environmental analyses assessments and documents that are in the possession of Seller or the Acquired Companies and related that relate to actual or potential material Liabilities under Environmental Laws with respect to the current business of any Sold Company Projects or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernLand.

Environmental. The Sold Companies are in material compliance with all, and Except for any matters that would not have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies 4Front Material Adverse Effect: (i) alleging any violation all facilities and operations of or liability under any 4Front and its Subsidiaries have been conducted, and are now, in compliance with all applicable Environmental Law, or Laws; (ii) arising out of the presence no environmental, reclamation or release closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of them 4Front and its Subsidiaries and, to the Knowledge knowledge of Seller4Front, there is no Materials reasonable basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of Environmental Concern are otherwise present at any activity in respect of such property, interests, rights, operations and business occurring as of or affecting prior to the date hereof; (iii) none of 4Front nor its Subsidiaries is subject to any property operated by proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (iv) to the Sold Companies knowledge of 4Front, there is no renewal, modification, revocation, reassurance, alteration, transfer or amendment of any environmental Permits, or any other location review by or approval of, any Governmental Entity, of any environmental Permit, 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 4Front or its Subsidiary following the Effective date; (including any facility for v) 4Front and its Subsidiaries have made available to Cannex and BC Newco all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or under its control with respect to environmental matters; (vi) To the treatmentknowledge of 4Front, storage, or disposal of Materials of Environmental Concern)there are no hazardous substances located on, in each case, under such circumstances or under such conditions any of the 4Front Properties and no release of any hazardous substances has occurred on, in or from the 4Front Properties from the operation of the business of 4Front or its Subsidiaries or the conduct of activities related to the business of 4Front or its Subsidiaries thereon; and (vii) to the knowledge of 4Front, 4Front and its Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. (a) Except for such matters that have not resulted, and would not reasonably be expected to result, in any liability that is material to the Company and its Subsidiaries, taken as a whole, or otherwise require disclosure under the Securities Act: (i) The Sold Companies Company and its Subsidiaries are in material compliance with allall applicable Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of Permits required or necessary for their operations under Environmental Laws, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess compliance with the terms and comply in all material respects with allconditions thereof, and have not violated in neither the Company nor any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its Subsidiaries has received any written notice(or, or if oral, reasonably likely to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified result in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written formal notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against proceeding) notice or affecting, the Sold Companies (i) communication alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by that any of them are not in such compliance, and, to the Knowledge of Sellerthe Company, there are no Materials of circumstances reasonably likely to prevent or interfere with such compliance in the future; (ii) There is no Environmental Concern are otherwise present at Claim pending or threatened against or affecting any property operated by the Sold Companies Company or any other location Subsidiary that would reasonably be expected to result in liability to the Company or any of its Subsidiaries; (including iii) There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Cleanup of any facility for Hazardous Materials that could reasonably be expected to (A) form the treatment, storagebasis of any Environmental Claim against the Company or any of its Subsidiaries, or disposal (B) otherwise result in any costs or liability to the Company or any of Materials its Subsidiaries, or against any other Person for or to whom the Company or any of Environmental Concern), in each caseits Subsidiaries are responsible, under such circumstances Environmental Law; and (iv) Neither the Company nor any of its Subsidiaries has assumed or retained, by Contract or operation of law, any obligation under such conditions any Environmental Law or concerning any Hazardous Materials that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws Company or to materially and adversely affect any of them. None its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries is required by any Environmental Law or by virtue of the Sold Companies transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Entity or any other Person, or (iv) to record or deliver to any Person any disclosure document or statement pertaining to environmental matters. (c) The Company has assumed made available to Parent any and all written (including electronic) communications with or retained, by contract or by operation of Law, documentation from any liability under Environmental Laws or Person regarding any release of Materials alleged violation of Environmental Concern thatLaws, and all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company or its Subsidiaries regarding environmental matters relating to the Company or any of its Subsidiaries, or the compliance (or noncompliance) by the Company and its Subsidiaries with any Environmental Laws, except, in each case, could those documents or communications that would not reasonably be expected to be considered material or currently relevant to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environmentits Subsidiaries, or protection any of human health and safety as may be affected by exposure to Materials of Environmental Concerntheir operations.

Environmental. The Sold Companies are (a) Except as would not be reasonably likely to result in material compliance with allliability to the Company, the Company has not (i) operated any underground storage tanks at any property that the Company has at any time owned, operated, occupied or leased; or (ii) released any substance that has been designated by any Governmental Entity or by applicable Law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and have Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the federal Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said Laws (a “Hazardous Material”). Except as would not violated be reasonably likely to result in material liability to the Company, no Hazardous Materials are present, as a result of the actions of the Company or, to the Company’s Knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied or leased. (i) Except as would not be reasonably likely to result in material respects liability to the Company, the Company has not transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any Law nor (ii) has the Company or any of such subsidiaries disposed of, transported, sold, or manufactured any product containing a Hazardous Material (any or all of the foregoing being collectively referred to as “Hazardous Materials Activities”), in violation of any Law promulgated to prohibit, regulate or control Hazardous Materials or any Hazardous Materials Activity. (c) Except as would not be reasonably likely to result in material liability to the Company, the Company has not, the Company currently holds all Licenses necessary for the conduct of their respective Hazardous Material Activities, if any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, other business as such activities and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there business are currently being conducted. (d) No Action is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Company, threatened against threatened, concerning any Hazardous Material or affecting, any Hazardous Materials Activity of the Sold Companies Company or any Licenses relating thereto. The Company is not aware of any fact or circumstance which could involve the Company in any material environmental litigation or impose upon the Company any material environmental liability. (e) The Company has not received any notice (i) alleging any violation of the items in Sections 6.244(a) through (d) above. (f) The Company is not subject to any orders, decrees or injunctions by any Governmental Entity or is subject to any indemnity agreement with any third party addressing liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are Except as described in material compliance with allSCHEDULE I: (i) the Business is and has been, and have not violated the associated Assets are, in any material respects any, material Environmental Laws. The Sold Companies possess and comply compliance in all material respects with allEnvironmental Laws, except where the failure to be in compliance would not result in a Material Adverse Change; (ii) the Corporation and the Subsidiaries have not violated in any material respects anyobtained all permits, material Permits licences and authorizations required under Environmental Laws for the operation of the Business, or any material part thereof, (the “Environmental Law for their respective operations as currentlyPermits”), except where the failure to possess any such Environmental Permit would not reasonably be expected to result in a Material Adverse Change. All of such Environmental Permits are described in SCHEDULE H. Each such Environmental Permit is valid and subsisting, and none of the Sold Companies has received Corporation or the Subsidiaries is in default or breach, in any written noticematerial respect, or to the Knowledge of Seller, other communication that any of such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, Environmental Permits and to the Knowledge of Seller there no proceeding is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Sellers, threatened against Threatened to revoke, amend or affecting, the Sold Companies (i) alleging any violation of or liability under limit any Environmental LawPermit. Subject to receipt of Required Consents, none of the Environmental Permits will become void, or (ii) arising out of the presence or release of any substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardousbe in default, as a pollutant result of this Agreement or contaminantthe completion of the transactions contemplated in this Agreement; (iii) none of the Corporation or the Subsidiaries has received written notice of, nor been prosecuted for, an offence alleging violation of, or as non-compliance with, any other words having Environmental Laws. To the same or similar meaning (“Materials Knowledge of the Sellers, there are no facts that could give rise to a notice of non-compliance with any Environmental Concern”), that, Law which would result in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companiesa Material Adverse Change. None of the Sold Companies is subject to Corporation or affected by any material Order under any Environmental Law the Subsidiaries has received written notice of or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andhave knowledge, to the Knowledge of Sellerthe Sellers, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal a threatened order of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant a Government Authority relating to Environmental Laws requiring any work, repairs, construction or capital expenditures to materially and adversely affect any of them. None be made with respect to the Business or Assets; (iv) none of the Sold Companies Corporation or the Subsidiaries has assumed received written notice or retainedhave knowledge, to the Knowledge of the Sellers, of a threatened proceeding by contract a Governmental Authority, or by operation a lawsuit, making a demand for damages or alleging other potential liability with respect to violations of LawEnvironmental Laws; (v) none of the Corporation or the Subsidiaries has used the Assets to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any liability under Hazardous Substance except in compliance with Environmental Laws in all material respects; (vi) none of the Corporation or regarding any the Subsidiaries has caused or permitted the release of Materials any Hazardous Substance in, under or on its Real Property except in compliance with Environmental Laws in all material respects; (vii) the Corporation and the Subsidiaries have provided the Buyer with copies of Environmental Concern thatall analyses and monitoring data for soil, in each case, could reasonably be expected groundwater and surface water and all reports pertaining to be material any environmental assessments or audits relating to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses Corporation and the Subsidiaries that are in the possession or control of Seller the Corporation and related the Subsidiaries; (viii) the Corporation and the Subsidiaries maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws; and (ix) neither the Corporation nor the Subsidiaries has breached any obligation to the current business of report to any Sold Company or any property or facility leased Governmental Authority imposed by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernLaw.

Environmental. The Sold Companies Except as disclosed in the ▇▇▇▇▇▇▇ Disclosure Memorandum or the ▇▇▇▇▇▇▇ Public Disclosure Documents: (i) each ▇▇▇▇▇▇▇ Material Entity has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any ▇▇▇▇▇▇▇ Material Entity of the real property, assets, mines and other facilities owned or used by any ▇▇▇▇▇▇▇ Material Entity and all of the properties related thereto have been duly obtained, made or taken and are in material compliance with allfull force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of ▇▇▇▇▇▇▇, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of ▇▇▇▇▇▇▇, no proposals have been made to amend, revoke or replace such material Environmental Approvals; (iii) the properties comprising the US Mining Division have not violated been used by any ▇▇▇▇▇▇▇ Material Entity, or to the knowledge of ▇▇▇▇▇▇▇, any other person previously or currently in any material respects anycontrol of the properties comprising the US Mining Division, material Environmental Laws. The Sold Companies possess and comply to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with allall Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. No ▇▇▇▇▇▇▇ Material Entity, and have not violated nor, to the knowledge of ▇▇▇▇▇▇▇, any other person in control of any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies properties comprising the US Mining Division, has received caused or permitted the Release of any written noticeHazardous Substances at, in, on, under or from any of the properties comprising the US Mining Division, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, there are no Hazardous Substances at, in, on, under or migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; (iv) no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions ▇▇▇▇▇▇▇ may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to ▇▇▇▇▇▇▇’▇ knowledge, any similar federal or state lists; (ii) to the Knowledge knowledge of Seller▇▇▇▇▇▇▇, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other communication claim against any ▇▇▇▇▇▇▇ Material Entity, except to the extent that any such Permit will enforcement action would not reasonably be revokedexpected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, not re-issuedno site or facility now or previously owned, operated or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there leased by any ▇▇▇▇▇▇▇ Material Entity is no basis for such written notice or communication. There are no Actions pending listed or, to the Knowledge knowledge of Seller▇▇▇▇▇▇▇, threatened against is proposed for listing on any list issued by any Governmental Entity of hazardous sites or affectingsites requiring Remedial Action, or similar federal or state lists, or is the Sold Companies subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group, no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions any ▇▇▇▇▇▇▇ Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of ▇▇▇▇▇▇▇’▇ of the ▇▇▇▇▇▇▇ US Group’s properties in such a manner as: (i) alleging any violation would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or liability under any Environmental Lawdamage to other property, except to the extent that such Liability would not to the knowledge of ▇▇▇▇▇▇▇ have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would reasonably be expected to result in material liability imposition of an Encumbrance or the expropriation on any of the properties or the assets of any ▇▇▇▇▇▇▇ Material Entity; and (vi) except to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could extent that would not reasonably be expected to be material have a Material Adverse Effect with respect to the Sold Companies. Seller ▇▇▇▇▇▇▇ US Group, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Material Entity has made available to Buyer all environmental investigationsreceived from any person or Governmental Entity any notice, studiesformal or informal, auditsof any proceeding, testsaction, reviews enforcement, order or other environmental analyses in the possession of Seller and related to the current business of claim, Liability or potential Liability arising under any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection Law that is pending as of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerndate hereof.

Environmental. The Sold Companies Company and its Subsidiaries are in material compliance with allcompliance, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects respects, with allapplicable Environmental Laws (as defined below), including, without limitation, holding all material permits and authorizations required pursuant to such laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any facts or circumstances that would prevent, interfere with, or materially increase the cost of maintaining such compliance in the future. Neither the Company nor any of its Subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or at any of the Company Real Property other than in a manner that would not require remediation pursuant to applicable Environmental Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been released into the environment on, under or at any of the Company Real Property other than that which would not violated in require remediation pursuant to Environmental Laws, or (iii) received any written notice (A) of any material respects anyviolation of any Environmental Laws that has not been resolved, (B) of the institution or pendency of any material Permits suit, action, claim, proceeding or investigation by any Governmental Body or any third party in connection with any such violation, (C) requiring the response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material Environmental Law expenditures or to result in material liability or (E) demanding payment of a material amount for their respective operations as currently, and none response to or remediation of a release of Hazardous Substances at or arising from any of the Sold Companies has received any written noticeCompany Real Property. To the knowledge of the Company, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against past or affecting, the Sold Companies (i) alleging any violation of present facts or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability form the basis of any Proceeding relating to the Sold Companies pursuant to violation of Environmental Laws against the Company or to materially and adversely affect any of themits Subsidiaries, except where such Proceeding, if made, would not have a Material Adverse Effect. None The Company has provided to Parent all material assessments, reports, data, results of the Sold Companies has assumed investigations or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or and other environmental analyses material information that is in the possession of Seller and related or reasonably available to the current Company regarding environmental matters pertaining to or the environmental condition of the business of any Sold the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any property or facility leased by of its Subsidiaries with any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are Except as to matters that would not reasonably be expected to have, individually or in material compliance with allthe aggregate, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or to penalty has been received by the Knowledge Company, New Seadrill or any of Seller, their Subsidiaries or other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold CompaniesDebtors, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions Legal Proceedings pending or, to the Knowledge of Sellerthe Company, threatened against or affecting, the Sold Companies (i) alleging any which allege a violation of or liability under any Environmental Law, in each case relating to the Company, New Seadrill or any of their Subsidiaries or other Debtors, (iib) arising out each of the presence Company, New Seadrill or release any of any substance or material listedtheir Subsidiaries and other Debtors has received (including timely application for renewal of the same) and maintains in full force and effect all environmental permits, classified or regulated by any Governmental Entity as toxic or hazardouslicenses, as a pollutant or contaminantcertificates and other approvals, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), thatand maintains all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2015 has been, in compliance with the terms of such permits, licenses, certificates and other approvals and with all applicable Environmental Laws, (c) no Hazardous Material is located at, on or under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly owned, operated or leased by the Company, New Seadrill or any of them andtheir Subsidiaries or other Debtors that would reasonably be expected to give rise to any cost, to liability or obligation of any of the Knowledge of SellerCompany, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies New Seadrill or any of their Subsidiaries or other location Debtors under any Environmental Laws other than future costs, liabilities and obligations that are asset retirement obligations to be incurred in the ordinary course of business and that are specified in the Exchange Act Documents, (including d) no Hazardous Material has been Released, generated, treated, stored or handled by (or on behalf of) the Company, New Seadrill or any facility for the treatmentof their Subsidiaries or other Debtors, storage, and no Hazardous Material has been transported to or disposal of Materials of Environmental Concern)Released at any location, in each case, under such circumstances or under such conditions in a manner that could would reasonably be expected to result give rise to any cost, liability or obligation of the Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations incurred in material the ordinary course of business, and (e) there are no agreements in which any of the Debtors has expressly assumed or undertaken responsibility for any known or reasonably likely liability to the Sold Companies pursuant or obligation of any other Person arising under or relating to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies that remains unresolved, which has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has not been made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related Commitment Parties prior to the current business date hereof. Notwithstanding the generality of any Sold Company other representations and warranties in this Agreement, the representations and warranties in this Section 3.20 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “safety matters arising under Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are Except as disclosed on Schedule 8.1(u), each of the Borrower and each Material Subsidiary is in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with allwith, has not violated, has not done or suffered any act which could give rise to liability under, and have is not violated in otherwise exposed to any material respects anyliability under, material Permits required under any material Requirements of Environmental Law for their respective operations Law. Except as currentlydisclosed on Schedule 8.1(u), and none of neither the Sold Companies Borrower nor any Material Subsidiary has received any written notice, or to the Knowledge of Sellerclaim, other communication that any such Permit will be revokeddemand, not re-issuedsuit, or materially modified in a manner adverse request for information of any kind from any Governmental Authority or private entity of any failure or alleged failure to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Lawcomply with, or (ii) arising out of the presence any liability or release of alleged liability under, 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 Requirement of Environmental Concern”), that, in each case under clauses (i) and (ii), could Law which would reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andhave a Material Adverse Effect, nor, to the Knowledge best knowledge of Sellerthe Borrower, no Materials has any other entity whose liability therefor, in whole or in part, may be attributed to the Borrower or any Material Subsidiary, received such notice, claim, demand, suit, or request for information except as disclosed on Schedule 8.1(u). Neither the Borrower nor any Material Subsidiary has notified any Governmental Authority under any Requirement of Environmental Concern are otherwise present at Law regarding the presence or affecting any property operated by the Sold Companies or any other location (including any facility for the treatmentsuspected presence at, storageon, above, beneath, near, or disposal within its property or the release by it in any way of Materials any substance which may require treatment or remediation of any kind under any Requirement of Environmental Concern)Law except as disclosed on Schedule 8.1(u) and except to the extent that the same, either individually or in each caseaggregate, under such circumstances or under such conditions that could not reasonably be expected to result in material liability to have a Material Adverse Effect. Except as disclosed on Schedule 8.1(u) and except for substances the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any existence of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, which could not reasonably be expected to have a Material Adverse Effect, there exists no substance at, on, above, beneath, near, or within any facilities, properties previously used for the disposal of waste, or lands owned or operated by the Borrower or any Material Subsidiary or any entity whose liability in whole or in part may be material attributed to such party or Material Subsidiary thereof the investigation, clean-up, removal, or remediation of which may be required under any Requirement of Environmental Law. Except as disclosed on Schedule 8.1(u) and except for those which could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any Material Subsidiary is subject to any agreements, consent orders, licences, permits, or other final orders or directives of any applicable Governmental Authority which relates to or has arisen from any Requirement of Environmental Law. Without limiting the foregoing, the information contained in the documents and instruments referred to in Schedule 8.1(u) with respect to any matter that does not pertain to the Sold Companies. Seller has made available LaRonde Mine, could not reasonably be expected to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernhave a Material Adverse Effect.

Environmental. The Sold Companies are Except as specifically disclosed in material compliance with allthe Environmental Report delivered to Lender which was dated May 17, 2012, and have not violated issued by L▇▇▇▇▇▇▇▇▇ Engineering Associates, Inc.: (a) Neither Borrower nor the Property is in any material respects anyviolation of laws relating to Hazardous Materials; (b) Neither Borrower nor Guarantor has received, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies or has received a copy of, any written notice, notice of any violation or alleged violation of any laws relating to Hazardous Materials with respect to the Knowledge of SellerProperty; (c) The Property complies with all laws relating to Hazardous Materials as to use and conditions on, other communication that any such Permit will be revoked, not re-issued, under or materially modified in a manner adverse to about the Sold Companies, Property including soil and to the Knowledge of Seller there is no basis for such written notice or communication. groundwater condition; (d) There are no Actions pending orcivil (including actions by private parties), criminal or administrative actions, suits or proceedings affecting Borrower, Guarantor or the Property relating to the Knowledge environmental matters (“Environmental Proceedings”) and neither Borrower nor Guarantor has any knowledge of Seller, any threatened against or affecting, the Sold Companies Environmental Proceedings; (ie) alleging Neither Borrower nor any violation of or liability under any Environmental Law, or other Person (ii) arising out including prior to Borrower’s ownership of the presence Property), has used, generated, manufactured, stored or release disposed of on, under or about the Property or transported to or from the Property any substance Hazardous Materials (other than cleaning or material listedother materials brought onto the Property in reasonable quantities as are customarily used in connection with the normal use of the Property and in all cases in compliance with laws relating to Hazardous Materials); (f) The Property is not subject to any private or governmental Lien or judicial or administrative notice or action or inquiry, classified investigation or regulated by any Governmental Entity as toxic or claim relating to hazardous, as a pollutant or contaminanttoxic and/or dangerous substances, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies Toxic Mold or any other location Hazardous Materials; (including any facility for g) No Toxic Mold is on or about the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all Property which requires remediation; (h) There have been no environmental investigations, studies, audits, tests, reviews or other environmental analyses in conducted by or on behalf of Borrower which have not been provided to Lender; and (i) The Property has not been used (including the possession period prior to Borrower’s acquisition of Seller thereof), permanently or temporarily, as a disposal site or storage site for any Hazardous Materials and related to the current business Property, and all parts thereof, are free of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means all Hazardous Materials other than Hazardous Materials that do not violate any applicable Laws and Orders laws relating to protection Hazardous Materials. Without limitation on the foregoing: (i) the primary potable or drinking water source does not exceed the EPA Recommended Maximum Contaminant Level Goals set forth under the Safe Drinking Water Act and Clean Water Act, as amended; (ii) there is not and has never been landfill containing decomposable material, petroleum w▇▇▇▇, mineral bearing mines, sewage treatment facilities, underground storage tanks, sinkholes, radon or other toxic emissions within the Property, and (iii) no electrical transformers, fluorescent light fixtures with ballasts or other equipment containing polychlorinated biphenyls (PCBs) have been located on the Property at any time; and (iv) there are no facilities on the Property which are or have been subject to reporting under any State laws or Section 312 of the environmentFederal Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section 11022), or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernfederal regulations promulgated thereunder.

Environmental. The Sold Companies (a) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (i) since January 1, 2013, the Company and its Subsidiaries have been and are in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with the terms of all material respects with all, and have not violated in any material respects any, material Company Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller currently conducted under applicable Environmental Laws; (ii) (A) there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Company, threatened Proceeding pursuant to any Environmental Law against the Company or affectingany of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Sold Companies (i) alleging Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (C) none of the Company or any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law that is currently in effect; (iii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (iv) neither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (b) The Company has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; (ii) arising out of the presence any Hazardous Materials in, on, beneath or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected adjacent to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly owned, operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated leased by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property of its Subsidiaries; or facility leased by (iii) the Company’s or any Sold Company since August 26, 2011. As used herein, “of its Subsidiaries’ compliance with applicable Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none (a) None of the Sold Companies has received real properties currently or formerly owned, leased or operated by any written noticeSeller (including groundwater under such real properties) (the “Properties”) is the subject of federal or state investigation regarding a release of any Hazardous Materials into the environment, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending ornor, to the Knowledge of SellerSellers, threatened against or affectinghave any Hazardous Materials been stored, the Sold Companies (i) alleging any violation of or liability under any Environmental Lawused, or (ii) arising out of the presence or 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”), thatreleased, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect a quantity or manner at or on the Sold Companies. None of the Sold Companies is subject to Properties or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andoff-site location, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could which would reasonably be expected to result in material any obligations to pay for or perform any remedial action, that would, individually or in the aggregate, have a Sellers Material Adverse Effect. (b) Sellers have not received any written or other notice from any Governmental Entity or any other Person regarding any pending or threatened Proceedings or other liability to regarding the Sold Companies pursuant to Environmental Laws disposal of Hazardous Materials or to materially and adversely affect any alleged violation of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any other liability under Environmental Laws where such actions or regarding proceedings would, individually or in the aggregate, have a Sellers Material Adverse Effect. (c) To the Knowledge of Sellers, no Seller has any liability in connection with any release of any Hazardous Materials of into the environment or related to compliance with Environmental Concern thatLaws, except where such liability would not, individually or in each casethe aggregate, could reasonably be expected to be material to the Sold Companies. Seller has have a Sellers Material Adverse Effect. (d) The Air Emissions Credits and Allowances identified on Schedule 2.1(m) have been validly obtained by Sellers in compliance with applicable Environmental Laws. (e) Sellers have delivered or made available to Buyer complete and accurate copies of all material environmental investigations, studiesreports, audits, testsand assessments prepared by or for the Sellers that are in the Sellers’ possession, reviews as well as all material correspondence with Governmental Authorities or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders Persons relating to protection environmental conditions or environmental compliance matters at the Facilities and the Properties and concerning the operation of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernBusiness.

Environmental. The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations Except as currently, and none of the Sold Companies has received any written notice, or described on Schedule 3.06: (i) to the Knowledge of Seller, other communication that the Real Property is in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets, taken as a whole; (ii) Seller has not received written notification within the three-year period preceding the date of this Agreement from any such Permit will be revoked, not re-issued, Governmental Entity with respect to any current material violations of or materially modified in a manner adverse to liability under any Environmental Laws concerning the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, Purchased Assets; (iii) to the Knowledge of Seller, threatened against there are no claims, actions, suits or affectingLegal Proceedings pending or threatened, the Sold Companies (i) alleging any at law or equity, relating to violation of or liability under any Environmental Law, or Law concerning the Purchased Assets; (iiiv) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, there has been no Materials of Environmental Concern are otherwise present at Release or affecting any property operated by the Sold Companies or any other location (including any facility for the treatmentthreatened Release at, storage, or disposal of Materials of Environmental Concern), in each caseon, under or from the Purchased Assets of any Hazardous Materials except such matters as would not reasonably be expected to have a material adverse effect on the Purchased Assets, taken as a whole; (v) to the Knowledge of Seller, there are no facts or circumstances or under such conditions that could reasonably be expected to result in material the imposition of liability to the Sold Companies pursuant to Environmental Laws or Law upon Buyer with respect to materially and adversely affect any of them. None of the Sold Companies has assumed or retainedPurchased Assets, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could except such matters as would not reasonably be expected to be have a material adverse effect on the Purchased Assets, taken as a whole; (vi) Seller has provided to Buyer copies of the reports and investigations within its possession or control regarding the environmental condition of the Purchased Assets that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and complete list of all material Environmental Permits pertaining to the Sold Companies. Project; (viii) Seller currently has made available all material Environmental Permits that are required for the operation of the Project as presently operated, all of which are in full force and effect; and (ix) to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession Knowledge of Seller (a) Seller is not in violation of any terms or conditions of any such Environmental Permit, other than any such violation, breach or default that would not reasonably be expected to have a material adverse effect on Seller, the Project or the Purchased Assets, (b) no written notice of a pending violation of any material Environmental Permit has been received by Seller, and (c) no proceeding is pending or threatened to revoke, prevent the renewal of, or limit any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws , Environmental Conditions and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernPermits.

Environmental. The Sold Companies are in material compliance with all(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) the operations, products and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess properties of Parent and each Subsidiary comply in all material respects with allall applicable Environmental Laws and Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has been fully and finally resolved without ongoing obligations or costs, and (iii) no facts, circumstances or conditions exist that (x) could form or have not violated in any material respects any, material Permits required formed the basis of an Environmental Claim against or liability under any material Environmental Law for of Parent or any Subsidiary or involving any of their respective operations as currently, and none of the Sold Companies has received any written notice, current or to the Knowledge of Seller, other communication that former properties or (y) could cause or have caused any such Permit will property to be revokedsubject to any restrictions on ownership, not re-issuedoccupancy, use or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability transferability under any Environmental Law, or . (iib) arising out of the presence or 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”), that, in In each case under clauses (i) and (ii), could except as would not reasonably be expected to materially and adversely affect the Sold Companies. None have a Material Adverse Effect: (i) none of the Sold Companies properties currently or formerly owned or operated by Parent or any Subsidiary is subject listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or affected aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Parent or any Subsidiary, to the best of its knowledge, on any property formerly owned or operated by Parent or any Subsidiary; there is no asbestos or asbestos-containing material on any property currently owned or operated by any material Order under Parent or any Environmental Law Subsidiary; and (iii) Hazardous Materials have not been Released on, at or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at from any property currently or formerly owned or operated by Parent or any Subsidiary or at any property where Parent or any Subsidiary has disposed of, transported or arranged for the disposal or transport of them andany wastes. (c) In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Parent nor any Subsidiary is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the Knowledge order of Sellerany governmental or regulatory authority or the requirements of any Environmental Law; (ii) all Hazardous Materials generated, no Materials of Environmental Concern are otherwise present at used, treated, handled or affecting stored at, or transported to or from, any property currently or formerly owned or operated by the Sold Companies Parent or any other location (including any facility for the treatment, storage, or disposal Subsidiary have been disposed of Materials of Environmental Concern), in each case, under such circumstances or under such conditions a manner that could would not reasonably be expected to result in material liability to the Sold Companies pursuant Parent or any Subsidiary and (iii) neither Parent nor any Subsidiary is otherwise subject to Environmental Laws any order, decree, judgment, settlement agreement or, whether contingent or to materially and adversely affect any of them. None of the Sold Companies has assumed or retainedotherwise, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of any Environmental ConcernLaw.

Environmental. The Sold Companies are (a) To the knowledge of the Company, each of the Company and its Subsidiaries and any predecessors thereof has been and is in compliance with all Environmental Laws, except for noncompliance that would not, individually or in the aggregate, have a Company Material Adverse Effect, which compliance includes the possession by the Company and its Subsidiaries of material permits and other governmental authorizations required for their operations under applicable Environmental Laws, and compliance with the terms and conditions thereof. (b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary or written notice that the Company or any of its Subsidiaries or any predecessor of any of the foregoing may be potentially liable under or received any written requests for information or other written correspondence or written notice that it is considered potentially liable for any contamination by Hazardous Substances or noncompliance with Environmental Laws. (c) To the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor of any of the foregoing (including, without limitation, soils and surface and ground waters) have been contaminated by the dumping, discharge, spillage, disposal or other Release of Hazardous Substances. To the knowledge of the Company, with respect to the real property currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases of Hazardous Materials that require a Cleanup or is part of an Environmental Claim. (d) All waste containing any Hazardous Materials generated, used, handled, stored, treated or disposed of (directly or indirectly) by the Company has been released or disposed of in material compliance with all, all applicable Environmental Laws and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of reporting requirements. (e) To the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of SellerCompany’s knowledge, no Materials of Environmental Concern are otherwise present at building or affecting any property other improvement located on the properties currently owned, leased or operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any of its Subsidiaries (to the extent such building or property is occupied by the Company or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means of its Subsidiaries) contains any applicable Laws and Orders relating to protection of the environment, friable asbestos or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernfriable asbestos-containing materials.

Environmental. The Sold Companies are (a) To the knowledge of the Seller, each of the Subsidiaries is and has been in material compliance with allall applicable Environmental Laws, and except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on the applicable Subsidiary. (b) The Properties have not violated been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in any material respects any, material Environmental Laws. The Sold Companies possess and comply compliance in all material respects with allall Environmental Laws. None of the Subsidiaries or any other person in control of any Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Property, except in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Properties by a Subsidiary or any other person for whose actions a Subsidiary may be partially or wholly liable have been handled, recycled, disposed of, treated and stored in compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have not violated a Material Adverse Effect. To the knowledge of the Seller, there are no Hazardous Substances at, in, on, under or migrating from the Property, except in any material respects anycompliance with all Environmental Laws. (c) To the knowledge of the Seller, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies Subsidiaries or any other person for whose actions a Subsidiary may be partially or wholly liable has received caused or permitted the Release of any written notice, Hazardous Substances on or to any of the Knowledge of Seller, other communication that any Properties in such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies as: (i) alleging any violation would be reasonably likely to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability under any Environmental Law, would not have a Material Adverse Effect; or (ii) arising out would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the presence Properties or release the assets 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 of the same or similar meaning Subsidiaries. (“Materials of Environmental Concern”), that, in each case under clauses (id) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to Subsidiaries has received any notice, formal or affected by informal, of any material Order proceeding, action or other claim, liability or potential liability arising under any Environmental Law or regarding Laws, from any release of Materials of Environmental Concern. None person related to any of the Sold Companies has released any Materials Properties which is pending as of Environmental Concern at any property currently or formerly operated by any of them andthe date hereof, except to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by extent the Sold Companies or any other location (including any facility for same would not have a Material Adverse Effect on the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernSubsidiaries.

Environmental. The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations (a) Except as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (iset forth on Schedule ‎3.08(a) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are as otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could would not reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigationsPurchased Business or materially delay or impair any of the transactions contemplated hereby: (i) since January 1, studies2013, auditsno written notice, testsorder, reviews request for information, complaint or other environmental analyses in the possession communication or penalty has been received by any Seller or any of Seller and related its Affiliates with respect to the current business compliance of the Purchased Business or the Purchased Assets with any Sold Company Environmental Laws or liability under any Environmental Laws, and there are no Actions (including any water audits) pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business or the Purchased Assets of or under any Environmental Law; and (i) the Purchased Business and the Purchased Assets are and, since January 1, 2013, have been in compliance with all applicable Environmental Laws. (b) No Seller or any property of its Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or facility leased by any Sold Company since August 26disposed of Hazardous Materials on or beneath the Purchased Assets, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of or from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or protection disposed of human health in the ordinary course of business, in material compliance with Environmental Laws and safety so as would not reasonably be expected to require any material remediation, investigation or other response action pursuant to Environmental Law. (c) Without in any way limiting the generality of the foregoing, to the Knowledge of the Sellers, (i) other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of such tanks, located on any Purchased Asset are specifically identified on Schedule ‎3.08(c), (i) other than as contained substances in quantities not regulated by Environmental Law, all former underground storage tanks have been removed from or closed in place at the Purchased Assets in compliance with Applicable Law and those removed or closed in place since January 1, 2013 are listed on Schedule ‎3.08(c), (i) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule ‎3.08(c), (i) with respect to the Purchased Assets, there are no underground injection ▇▇▇▇▇, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, other than as have been used in the ordinary course of business, in compliance in all material respects with all Environmental Laws, and as would not reasonably be affected expected to require any material remediation or investigation pursuant to Environmental Law and (v) none of the Purchased Assets have any associated acid mine drainage that constitutes a violation or could reasonably be expected to give rise to material liability under Environmental Law. (d) Schedule ‎3.08(d) sets forth a true, complete and accurate list of all consent decrees, decisions, judgments, settlements, consent orders, stipulations, decrees or similar orders (“Consent Decrees”) issued, entered or executed by exposure a Governmental Authority pursuant to Materials Environmental Law and (i) by which any Seller or any of Environmental Concernits Affiliates is bound or is a party, or (ii) with respect to which any Purchased Asset is subject. The Sellers and their Affiliates are, and since January 1, 2013 have been, in compliance in all material respect with all such Consent Decrees. Since January 1, 2013, no Seller or any of its Affiliates has received an written notification, or to the Knowledge of Seller any other notice, from any Governmental Authority alleging any violation or noncompliance with any such Consent Decree.

Environmental. The Sold Companies only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in material compliance with allthis Section 5.10, and have not violated none of the other representations and warranties contained in any material respects anythis Agreement will be deemed to constitute, material directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. The Sold Companies All such matters are governed exclusively by this Section 5.10. (a) Except as set forth on Schedule 5.10(a)-1, (i) Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (ii) with respect to the Purchased Assets and comply the Business, Seller is in compliance in all material respects with allthe requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have not violated in any material respects anya Material Adverse Effect. To Seller’s Knowledge as of the date hereof, material Permits required under any Schedule 5.10(a)-2 sets forth a list of all material Environmental Law Permits held by Seller for their respective operations as currently, and none the operation of the Sold Companies Business. (b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of Sellerthe date hereof, other communication Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such Permit will actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be revokedexpected to have a Material Adverse Effect or as set forth on Schedule 5.10(c), not re-issued(i) there is and has been no Release from, in, on, or materially modified in beneath the Real Property that could form a manner adverse basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Sold CompaniesPurchased Assets or the Business, and to the Knowledge of Seller there is no basis for such written notice or communication. There which are no Actions pending or, to the Knowledge of Seller’s Knowledge, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out Seller. To Seller’s Knowledge as of the presence date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or 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 beneath the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions Real Property that could reasonably be expected to result in material liability to form the Sold Companies pursuant to basis for an Environmental Laws Claim, and of all Environmental Claims pending or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. threatened against Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and that are principally related to the current business of any Sold Company Purchased Assets or any property or facility leased by any Sold Company since August 26, 2011the Business. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.1-LA/903877.26

Environmental. The Sold Companies Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (a) the Company and its Subsidiaries are in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with the terms of all material respects with all, and have not violated in any material respects any, material Company Permits required under any material Environmental Law for their respective operations under applicable Environmental Laws; (b) as currently, and none of the Sold Companies has received any written noticedate of this Agreement, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice Proceeding or communication. There are no Actions Order pending or, to the Knowledge of Sellerthe Company, threatened pursuant to any Environmental Law against the Company or affectingany of its Subsidiaries; (c) as of the date of this Agreement, none of the Sold Companies Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (d) there have been no Releases of Hazardous Materials on or underneath any location that 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 Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (e) the Company has delivered or otherwise made available for inspection to the Parent copies of any Phase I or II environmental site assessments in the possession of the Company or any of its Subsidiaries pertaining to (i) alleging any violation of unresolved claims arising under or liability under related to any Environmental Law, or ; (ii) arising out of the presence any Hazardous Materials in, on, beneath or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected adjacent to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly owned, operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated leased by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property of its Subsidiaries; or facility leased by (iii) the Company’s or any Sold Company since August 26, 2011. As used herein, “of its Subsidiaries’ compliance with applicable Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are Except for matters that would not, individually or in material compliance the aggregate, reasonably be expected to have a Material Adverse Effect on Parent: (i) Parent and its Subsidiaries have complied at all times with all, all applicable Environmental Laws and have not violated in any material respects any, material all Parent Permits issued pursuant to Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or (ii) to the Knowledge of SellerParent, no property currently owned or operated by Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other communication that structures) contains or is contaminated with any such Permit will Hazardous Substance of a type or quantity which would reasonably be revokedexpected to require remediation pursuant to any Environmental Law, not re-issued, or materially modified in a manner adverse to the Sold Companies, and (iii) to the Knowledge of Seller there Parent, no property formerly owned or operated by Parent or any of its Subsidiaries contained or was contaminated with any Hazardous Substance during or prior to such period of ownership or operation of a type or quantity which would reasonably be expected to require remediation pursuant to any Environmental Law, (iv) none of Parent or any of its Subsidiaries is no basis liable for such written notice any Hazardous Substance release, disposal or communication. There are no Actions pending orcontamination on any third party property, (v) neither Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that Parent or any of its Subsidiaries is or may be in violation of or subject to the Knowledge liability under any Environmental Law (including claims of Sellerexposure, threatened against personal injury or affectingproperty damage), the Sold Companies (ivi) alleging neither Parent nor any violation of its Subsidiaries is party to any proceeding, or subject to any order, decree, injunction, indemnity or other agreement with any Governmental Entity or any third party resolving or relating to violations of or liability under any Environmental LawLaw or liability with respect to Hazardous Substances and (vii) there are no other circumstances or conditions involving Parent or any of its Subsidiaries, or (ii) arising out of the presence their respective properties or release of any substance or material listedoperations, 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andincluding, to the Knowledge of SellerParent, no Materials of any pending Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatmentLaw, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would reasonably be expected to result in material liability any claim, liability, investigation, increased costs to comply or restriction on the Sold Companies pursuant to Environmental Laws operation, ownership, use, or to materially and adversely affect any transfer of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by operation pursuant to any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernLaw.

Environmental. The Sold Companies are Except as would not have, and would not reasonably be expected to have, individually or in material the aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since January 1, 2020 have been, in compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess and comply in , including possessing all material respects with all, and have not violated in any material respects any, material Company Permits required for their operations under applicable 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 January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any material applicable Environmental Law, which violation or liability is unresolved; (d) neither the Company nor any of its Subsidiaries (i) is a party or subject to any Order pursuant to Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or (ii) to the Knowledge of Sellerthe Company, has exposed any person to any Hazardous Material that would give rise to liability (contingent or otherwise) pursuant to Environmental Law; or (iii) has assumed, undertaken or provided an indemnity with respect to any liability (contingent or otherwise) of any other communication that Person relating to any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and Environmental Law; and (e) to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending orthe Company, with respect to the Knowledge Owned Real Property and the Leased Real Property, there have been no Releases on or underneath any of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, such real properties that has caused environmental contamination at such real properties that is reasonably likely to result in each case under clauses (i) and (ii), could reasonably be expected an obligation to materially and adversely affect the Sold Companies. None of the Sold Companies is subject remediate such environmental contamination pursuant to or affected by any material Order under any applicable Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to applicable Environmental Laws or Law with respect to materially remediation conducted by other Persons. The representations and adversely affect any of them. None of warranties set forth in this Section 4.18 are the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, Company’s sole and exclusive representations with respect to environmental matters in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernthis Agreement.

Environmental. The Sold Companies Except as disclosed in the EFI Public Disclosure Documents or in the EFI Disclosure Memorandum: (i) EFI and each EFI Material Subsidiary has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by EFI and each EFI Material Subsidiary of the real property, assets, mines and other facilities owned or used by EFI and each EFI Material Subsidiary and all of the properties related thereto have been duly obtained, made or taken and are in material compliance with allfull force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of EFI, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement, or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of EFI, no proposals have been made to amend, revoke or replace such material Environmental Approvals; (iii) EFI’s and the EFI Material Subsidiaries’ properties have not violated been used by EFI or any EFI Material Subsidiary, or to the knowledge of EFI, any other person previously or currently in any material respects anycontrol of EFI’s and the EFI Material Subsidiaries’ properties, material Environmental Laws. The Sold Companies possess and comply to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with allall Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on EFI. None of EFI, any EFI Material Subsidiary, nor, to the knowledge of EFI, any other person in control of any of EFI’s and the EFI Material Subsidiaries’ properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of EFI’s and the EFI Material Subsidiaries’ properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of EFI’s and the EFI Material Subsidiaries’ properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not violated reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any of EFI’s and the EFI Material Subsidiaries’ properties, except in material compliance with all Environmental Laws and except to the extent that any material respects anyfailures to be in compliance would not reasonably be expected to have a Material Adverse Effect on EFI; (iv) None of EFI, material Permits required under any material Environmental Law EFI Material Subsidiary nor any other person for their respective operations as currentlywhose actions EFI or any EFI Material Subsidiary may be partially or wholly liable, and none has treated or disposed, or arranged for the treatment or disposal, of the Sold Companies has received any written noticeHazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to EFI’s knowledge, any similar federal or state lists; (ii) to the Knowledge knowledge of SellerEFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other communication claim against EFI or any EFI Material Subsidiary, except to the extent that any such Permit will enforcement action would not reasonably be revokedexpected to have a Material Adverse Effect on EFI. To the knowledge of EFI, not re-issuedno site or facility now or previously owned, operated or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there leased by EFI or any EFI Material Subsidiary is no basis for such written notice or communication. There are no Actions pending listed or, to the Knowledge knowledge of SellerEFI, threatened against is proposed for listing on any list issued by any Governmental Entity of hazardous sites or affectingsites requiring Remedial Action, or similar federal or state lists, or is the Sold Companies subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, none of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of EFI’s and EFI Material Subsidiaries’ properties in such a manner as: (i) alleging any violation would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or liability under any Environmental Lawdamage to other property, except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would reasonably be expected to result in material liability imposition of an Encumbrance or the expropriation on any of the properties or the assets of EFI or any EFI Material Subsidiary; and (vi) except to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could extent that would not reasonably be expected to be material have a Material Adverse Effect with respect to the Sold Companies. Seller EFI, EFI has made available to Buyer all environmental investigationsnot received from any person or Governmental Entity any notice, studiesformal or informal, auditsof any proceeding, testsaction, reviews enforcement, order, or other environmental analyses in the possession of Seller and related to the current business of claim, Liability or potential Liability arising under any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection Law that is pending as of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerndate hereof.

Environmental. The Sold Companies Except as disclosed to Rolling Thunder in writing: (a) San Telmo is not aware of, nor has received: (i) any order or directive which relates to environmental matters that would have any Material Adverse Effect on San Telmo and the Subsidiary (taken as a whole) and which requires any material work, repairs, construction, or capital expenditures; or (ii) any demand or notice with respect to the material breach of any environmental, health or safety law applicable to either of San Telmo or the Subsidiary or any of their business undertakings, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants; (b) to the best of the knowledge of San Telmo, all environmental and health and safety permits, licences, approvals, consents, certificates and other authorizations of any kind or nature ("Environmental Permits") necessary for the ownership, operation, development, maintenance, or use of any of its assets have been obtained and maintained in effect; (c) to the best of the knowledge of San Telmo, San Telmo, the Subsidiary, their respective assets and the ownership, operation, development, maintenance and use thereof are in material compliance with allall applicable laws relating to the protection of the environment and employees and public health and safety ("Environmental Laws") and with all terms and conditions of all Environmental Permits, and all prior instances of non-compliance have not violated in any material respects any, material Environmental Laws. The Sold Companies possess been fully and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or finally resolved to the Knowledge satisfaction of Seller, other communication that any all governmental authorities with jurisdiction over such Permit will be revoked, not re-issued, matters; (d) no investigations or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or release of any substance or material listed, classified or regulated complaints by any Governmental Entity as toxic with respect to any environmental matter pertaining to or hazardous, as a pollutant affecting the business or contaminant, the assets of San Telmo or as any other words having the same Subsidiary is currently outstanding or threatened to the knowledge of San Telmo; (e) all known spills or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject incidents pertaining to or affected by any material Order under any Environmental Law affecting the business or regarding any release the assets of Materials of Environmental Concern. None of San Telmo or the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, Subsidiary have been reported to the Knowledge of Seller, no Materials of appropriate Governmental Entity to the extent required by Environmental Concern are otherwise present at Laws; and (f) all waste disposal pertaining to or affecting any property operated by the Sold Companies business or any other location (including any facility for the treatment, storage, assets of San Telmo or disposal of Materials of Environmental Concern), the Subsidiary has been and is being conducted in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer accordance with all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “applicable Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent: (a) Parent and its Subsidiaries are and, since January 1, 2021, have been in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with the terms of all material respects with all, and have not violated in any material respects any, material Parent Permits required under any material Environmental Law for their respective operations under applicable Environmental Laws; (b) as currently, and none of the Sold Companies has received any written noticedate of this Agreement, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice Proceeding or communication. There are no Actions Order pending or, to the Knowledge of SellerParent, threatened pursuant to or relating to any Environmental Law against Parent or affectingany of its Subsidiaries; (c) as of the date of this Agreement, the Sold Companies (i) none of Parent or any of its Subsidiaries has received notice or a request for information alleging that Parent or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability under is unresolved; (d) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by Parent 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 Parent 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 Parent or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by Parent or any of its present or past Subsidiaries or any of their respective predecessors, was during the time of such ownership, lease or operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any Environmental Law, or ; and (iif) arising out none of the presence products manufactured, distributed or release of any substance sold by Parent 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise its present at or affecting any property operated by the Sold Companies past Subsidiaries or any other location (including any facility for the treatment, storage, of their respective predecessors contained asbestos or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernasbestos-containing material.

Environmental. The Sold Companies Except as disclosed in the Western Public Disclosure Documents: (i) Western and each of the Western Subsidiaries is and has been operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Western; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by Western or any of the Western Subsidiaries of the real property, assets, mines and other facilities owned or used by Western or any of the Western Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in material compliance with allfull force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of Western, any pending or threatened legal or administrative proceedings, and have not violated in any material respects anythere are to the knowledge of Western, no proposals to amend, revoke or replace such material Environmental Laws. The Sold Companies possess and comply Approvals; (iii) the Western Material Property has not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all, all Environmental Laws and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or except to the Knowledge of Seller, other communication extent that any such Permit will non-compliance would not reasonably be revoked, not re-issued, or materially modified in expected to have a manner adverse to Material Adverse Effect on Western. Neither Western nor the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending Western Subsidiaries or, to the Knowledge knowledge of SellerWestern any other person in control of the Western Material Property, threatened against has caused or affectingpermitted the Release of any Hazardous Substances at, in, on, under or from any Western Material Property, except in compliance with all Environmental Laws, except to the Sold Companies extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Western. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Western Material Property have been handled, recycled, disposed of, treated and stored in compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on Western. To the knowledge of Western, there are no Hazardous Substances at, in, on, under or migrating from any Western Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Western; (iv) neither Western nor the Western Subsidiaries or any other person for whose actions Western or any Western Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) alleging listed on any violation list of hazardous sites or liability under sites requiring Remedial Action issued by any Environmental LawGovernmental Entity; (ii) to the knowledge of Western, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Western or any of the Western Subsidiaries. To the knowledge of Western, no site or facility now or previously owned, operated or leased by Western or any of the Western Subsidiaries is listed or, to the knowledge of Western, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on Western, neither Western nor the Western Subsidiaries nor any other person for whose actions Western or any Western Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the Western Properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Western; or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would reasonably be expected to result in material liability imposition of a lien, charge or other encumbrance or the expropriation on any of the Western Properties or the assets of Western or the Western Subsidiaries; and (vi) except to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could extent that would not reasonably be expected to be material have a Material Adverse Effect with respect to Western and except as disclosed in the Sold Companies. Seller Western Public Disclosure Documents, neither Western nor the Western Subsidiaries has made available to Buyer all environmental investigationsreceived from any person or Governmental Entity any notice, studiesformal or informal, auditsof any proceeding, tests, reviews action or other environmental analyses in the possession of Seller and related to the current business of claim, Liability or potential Liability arising under any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection Law that is pending as of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerndate hereof.

Environmental. Except as disclosed by New Gold: (i) The Sold Companies are New Gold Properties have been operated in material compliance with allall applicable Environmental Laws, and except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold. (ii) The New Gold Properties have not violated been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in any material respects any, material Environmental Laws. The Sold Companies possess and comply compliance in all material respects with allall Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. Neither New Gold, and nor, to the knowledge of New Gold, any other person in control of any New Gold Property, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have not violated in any material respects anya Material Adverse Effect on New Gold. All Hazardous Substances handled, material Permits required under any material Environmental Law for their respective operations as currentlyrecycled, and none disposed of, treated or stored on or off site of the Sold Companies New Gold Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any New Gold Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. (iii) Neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable, has received any written noticetreated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the Knowledge knowledge of SellerNew Gold, other communication that proposed for listing on any such Permit will be revoked, not re-issuedlist issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or materially modified in a manner adverse to any similar federal, state or provincial lists; or (iii) which is the Sold Companiessubject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, and to action, or other claim against New Gold. To the Knowledge knowledge of Seller there New Gold, no site or facility now or previously owned, operated or leased by New Gold is no basis for such written notice or communication. There are no Actions pending listed or, to the Knowledge knowledge of SellerNew Gold, threatened against is proposed for listing on any list issued by any Governmental Entity of hazardous sites or affectingsites requiring Remedial Action or is the subject of Remedial Action. (iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable has caused or permitted the Sold Companies Release of any Hazardous Substances on or to any of the New Gold Properties in such a manner as: (i) alleging any violation would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or liability under any Environmental Lawdamage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) arising out would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the presence New Gold Properties or release the assets 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 New Gold. (v) Except to the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could extent that would not reasonably be expected to materially have a Material Adverse Effect with respect to New Gold and adversely affect the Sold Companies. None except as disclosed by New Gold, New Gold has not received from any person or Governmental Entity any notice, formal or informal, of the Sold Companies is subject to any proceeding, action or affected by any material Order other claim, Liability or potential Liability arising under any Environmental Law or regarding any release of Materials of Environmental Concern. None that is pending as of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerndate hereof.

Environmental. The Sold Companies are in Except where a violation or failure is not reasonably likely to have a Material Adverse Effect, (i) keep any material compliance with allproperty either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and have not violated in any material respects anycause each of its Subsidiaries to comply, material Environmental Laws. The Sold Companies possess and comply in all material respects with allEnvironmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent with written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that a material Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order to the extent that any of the foregoing are reasonably likely to have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currentlyemployees, agents, officers and none of the Sold Companies has received directors, from and against any written noticeclaims, demands, penalties, fines, liabilities, settlements, damages, costs or to the Knowledge of Sellerexpenses (including, other communication that any such Permit will be revokedwithout limitation, not re-issuedattorney and consultant fees, or materially modified in a manner adverse to the Sold Companiesinvestigation and laboratory fees, court costs and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (iilitigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or release Release of such Hazardous Materials, (C) any substance request for information, investigation, lawsuit brought or material listedthreatened, classified settlement reached or regulated order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials violation of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law and/or (E) any Environmental Action filed against the Agent or regarding any release of Materials of Environmental Concern. None Lender to the extent that any of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, foregoing is reasonably likely to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernhave a Material Adverse Effect.

Environmental. (a) The Sold Companies are in material compliance with allproperty, assets and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess operations of the Company and its subsidiaries comply in all material respects with allall applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to have a Material Adverse Effect). (b) To the Knowledge of the Company, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and (i) none of the Sold Companies has received real properties currently or formerly owned, leased or operated by the Company or any written notice, or to subsidiary (including groundwater under such real properties) (the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i“Properties”) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence Company and its subsidiaries related thereto, is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a 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 Hazardous Materials into the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), environment where such expenditures could reasonably be expected to materially and adversely affect the Sold Companies. None have a Material Adverse Effect, (ii) there are no underground storage tanks present on or under any of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release Properties the presence of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that which could reasonably be expected to result have a Material Adverse Effect, and (iii) there are no pending or threatened in material liability to writing: (A) actions or proceedings from any governmental agency or any other person or entity regarding the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any disposal of them. None of the Sold Companies has assumed or retainedHazardous Materials, by contract or by operation of Law, any liability under Environmental Laws or regarding any release Hazardous Materials Laws or evaluation, or (B) liens or governmental actions, notices of violations, notices of noncompliance or other proceedings of any kind relating to any of the Hazardous Materials of Environmental Concern thatLaws with respect to the Properties where such actions, in each case, proceedings or liens could reasonably be expected to be material to have a Material Adverse Effect. (c) Neither the Sold Companies. Seller Company nor any of its subsidiaries has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses any liability in the possession of Seller and related to the current business connection with any release of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of Hazardous Materials into the environment, except where such liability would not have, or protection of human health and safety as may reasonably be affected by exposure expected to Materials of Environmental Concernhave, a Material Adverse Effect.

Environmental. (a) The Sold Companies business of the SBI Group, as carried on by its members and their respective predecessors in title, and their respective assets are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with allall Environmental Laws and, to the knowledge of SBI and SunOpta, there are no facts that could give rise to a notice of non-compliance with any Environmental Law. (b) Each member of the SBI Group has obtained all of the environmental Permits that are required to carry on the business of the SBI Group as currently conducted in the ordinary course or, as of the date hereof, as proposed to be conducted, all such environmental Permits are in full force and effect, and have not violated Schedule 3.02(10)(b) contains a complete list of all such environmental Permits. (c) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title has used any of the facilities or Lands of the SBI Group, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects anywith all Environmental Laws. None of the Lands has been used for or been designated as a waste disposal site. (d) To the knowledge of SBI and SunOpta, material Permits required under there are no pending changes to Environmental Laws that would render illegal, or materially restrict, the operation of the business of the SBI Group as currently conducted or, as of the date hereof, as proposed to be conducted. (e) No member of the SBI Group has been convicted of an offence or been subjected to any material judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Law for Laws, and it has not settled any prosecution or other proceeding short of conviction in connection therewith. (f) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective operations as currentlypredecessors in title has caused or permitted the Release of any Hazardous Substance at, and none on or under the Lands, or the Release of any Hazardous Substance off-site of the Sold Companies has received any written noticeLands, except in compliance in all material respects with Environmental Laws. (g) There are no conditions that directly or indirectly relate to environmental matters or to the Knowledge condition of Seller, other communication the soil or the groundwater that any such Permit will be revoked, not re-issued, or materially modified would adversely affect the SBI Group in a material manner adverse to (whether at, on or below the Sold Companies, and to Lands or any adjoining properties). (h) No member of the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending orSBI Group nor, to the Knowledge knowledge of SellerSBI and SunOpta, threatened against any of their respective predecessors in title has received written notice and no member of the SBI Group has knowledge of any facts that could give rise to any notice, that members of the SBI Group or affecting, the Sold Companies (i) alleging their respective predecessors in title are potentially responsible for any violation of or liability remedial action under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses . (i) SunOpta and SBI have provided the Purchaser with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental assessments or audits relating to the SBI Group that were obtained by, or are in the possession or control of, the SBI Group and they are disclosed in Schedule 3.02(10)(i). (iij) Each member of the SBI Group and to the knowledge of SBI and SunOpta, their respective predecessors in title have maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws and, except as disclosed in Schedule 3.02(10)(j), could reasonably be expected to materially and adversely affect the Sold Companies. None have never conducted an environmental audit of the Sold Companies is subject to Lands. For the purposes of this provision, an environmental audit includes any evaluation, assessment or affected by any material Order under any Environmental Law study performed at the request of or regarding any release on behalf of Materials of Environmental Concern. None a Governmental Authority. (k) No member of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andSBI Group nor, to the Knowledge knowledge of SellerSBI and SunOpta, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, their respective predecessors in title have breached any liability under Environmental Laws or regarding obligation to report to any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased person imposed by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernLaw.

Environmental. The Sold Companies are Except as to matters that would not reasonably be expected to have, individually or in material compliance with allthe aggregate, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any a Material Adverse Change: (a) no written notice, claim, demand, request for information, order, complaint or to penalty has been received by the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold CompaniesCompany, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions Legal Proceedings pending or, to the Knowledge of Sellerthe Company, threatened against or affecting, the Sold Companies (i) alleging any which allege a violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), thatenvironmental laws, in each case under clauses relating to the Company, (ib) and the Company has received (iiincluding timely application for renewal of the same), could reasonably be expected and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to materially the extent necessary for its operations to comply with all applicable environmental laws and adversely affect is, and since January 1, 2017, has been, in compliance with the Sold Companies. None terms of such permits, licenses and other approvals and with all applicable environmental laws, (c) to the Knowledge of the Sold Companies Company, no hazardous material is subject to located at, on or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly owned, operated or leased by Parent or any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions Subsidiaries that could would reasonably be expected to result in material give rise to any cost, liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect obligation of any of them. None the Parent or any of its Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the Sold Companies productive life of a well, facility or pipeline that has assumed produced, stored or retainedtransported hydrocarbons, (d) no hazardous material has been released, generated, owned, treated, stored or handled by contract Parent or by operation any of Lawits Subsidiaries, and no hazardous material has been transported to or released at any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, location in each case, could a manner that would reasonably be expected to be material give rise to any cost, liability or obligation of Parent or any of the Sold Companies. Seller Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (e) there are no agreements in which Parent or any of the Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to environmental laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related Backstop Parties prior to the current business Execution Date. Notwithstanding the generality of any Sold Company other representations and warranties in this Agreement, the representations and warranties in this Section 3.15 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any property arising under or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, environmental laws or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernhazardous materials.

Environmental. The Sold Companies are in material compliance with all(a) Each Loan Party shall (i) keep the Real Property free of any Environmental Liens; (ii) comply, and have not violated take all commercially reasonable efforts to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in any all material respects any, material Environmental Laws. The Sold Companies possess and provide to Collateral Agent any documentation of such compliance which Collateral Agent or any Lender may reasonably request; (iii) maintain and comply in all material respects with allall Governmental Authorizations required under applicable Environmental Laws; (iv) take all efforts to prevent any unpermitted Release of Hazardous Materials on, at, under or migrating from any property owned or operated by any Loan Party; (v) undertake or cause to be undertaken any and have not violated all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of Required Lenders, provide the Agents all data, information and reports generated in connection therewith. (b) Each Loan Party shall promptly (but in any event within five (5) Business Days) (i) notify the Agents in writing (A) if it knows, suspects or believes there may be a Release or threatened Release of Hazardous Materials in excess of any reportable quantity or material respects anyviolation of Environmental Laws in, material Permits required at, on, under or from any part of the Real Property or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest or concerning any Real Property, (C) of any material failure to comply with Environmental Law for their respective operations as currentlyat any Real Property or that is reasonably likely to result in an Environmental Claim asserted against any Loan Party, (D) any Loan Party's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and none (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Collateral Agent in relation to any matter pursuant to this Section 6.9(b). (c) At any time that an Event of Default relating to an environmental matter has occurred and is continuing, Collateral Agent or its representative shall have the right but not the duty, during normal business hours, upon reasonable prior notice to the Loan Parties, to enter and visit any Real Property for the purposes of observing the Real Property, taking and removing soil or groundwater samples and conducting investigations, audits and tests on any part of the Sold Companies has received Real Property, at the sole cost and expense of the Loan Parties, provided that Collateral Agent shall not have any written notice, duty to visit or observe the Real Property or to the Knowledge conduct investigations, audits or tests. The Loan Parties acknowledge that in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies itself (i) alleging be a representation that Hazardous Materials are or are not present at, in, on, under or from the Real Property, or that there has been or will be compliance of any violation of or liability under kind with any Environmental Law, or (ii) arising out otherwise make any Agent or any Lender an owner or operator of any of the presence or release of Real Property so as to impact 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material lender liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability protections available under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are (a) To the knowledge of the Company, each of the Company and its Subsidiaries is in material compliance with allall Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of material permits, licenses and other governmental authorizations required for their current operations under applicable Environmental Laws, and compliance with the terms and conditions thereof. (b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary. (c) To the knowledge of the Company, (i) with respect to the real property currently or previously owned, leased or operated by the Company or any of its Subsidiaries, there have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with allbeen no releases of Hazardous Materials that require a Cleanup, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and (ii) none of the Sold Companies has received any written noticeCompany, its Subsidiaries, or to their respective predecessors has treated, stored, disposed of, arranged for or permitted the Knowledge of Sellerdisposal of, other communication that manufactured, distributed, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such Permit will be revoked, not re-issued, or materially modified substance) in a manner adverse that has given rise to Liabilities or could give rise to Liabilities pursuant to any Environmental Laws. (d) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has assumed, undertaken, or otherwise become subject to, any liability of any other Person or entity relating to Environmental, Health, and Safety Requirements. (e) To the knowledge of the Company, no facts, events or conditions relating to the Sold Companiespast or present facilities, and to properties or operations of the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending orCompany, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Lawits Subsidiaries, or (ii) arising out any of the presence or 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”), that, in each case under clauses (i) and (ii), their respective predecessors could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies corrective obligations pursuant to Environmental Laws Laws, or give rise to materially and adversely affect any of them. None of the Sold Companies has assumed other Liabilities (whether accrued, absolute, contingent, unliquidated or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected otherwise) pursuant to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies Except as disclosed in the New Gold Public Disclosure Documents: (i) New Gold and each of its Subsidiaries has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by New Gold or any of its Subsidiaries of the real property, assets, mines and other facilities owned or used by New Gold or any of its Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in material compliance with allfull force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of New Gold, any pending or threatened legal or administrative proceedings, and there are to the knowledge of New Gold, no proposals to amend, revoke or replace such material Environmental Approvals; (iii) New Gold’s properties have not violated been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in any material respects any, material Environmental Laws. The Sold Companies possess and comply compliance in all material respects with allall Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. Neither New Gold nor any of its Subsidiaries nor, to the knowledge of New Gold, any other person in control of any of New Gold’s properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of New Gold’s properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any of New Gold’s properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not violated in reasonably be expected to have a Material Adverse Effect on New Gold; (iv) neither New Gold nor any material respects anyof its Subsidiaries nor any other person for whose actions New Gold or any Subsidiary of New Gold may be partially or wholly liable, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written noticetreated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the Knowledge knowledge of SellerNew Gold, other communication that proposed for listing on any such Permit will be revoked, not re-issuedlist issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or materially modified in a manner adverse to any similar federal, state or provincial lists; or (iii) which is the Sold Companiessubject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, and to action, or other claim against New Gold or any of its Subsidiaries. To the Knowledge knowledge of Seller there New Gold, no site or facility now or previously owned, operated or leased by New Gold or its Subsidiaries is no basis for such written notice or communication. There are no Actions pending listed or, to the Knowledge knowledge of SellerNew Gold, threatened against is proposed for listing on any list issued by any Governmental Entity of hazardous sites or affectingsites requiring Remedial Action or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor its Subsidiaries nor any other person for whose actions New Gold or any of its Subsidiary may be partially or wholly liable has caused or permitted the Sold Companies Release of any Hazardous Substances on or to any of New Gold’s properties in such a manner as: (i) alleging any violation would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or liability under any Environmental Lawdamage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would reasonably be expected to result in material liability imposition of a lien, charge or other encumbrance or the expropriation on any of its properties or the assets of New Gold or its Subsidiaries; and (vi) except to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could extent that would not reasonably be expected to be material have a Material Adverse Effect with respect to New Gold and except as disclosed by New Gold in the Sold Companies. Seller New Gold Public Disclosure Documents, neither New Gold nor any of its Subsidiaries has made available to Buyer all environmental investigationsreceived from any person or Governmental Entity any notice, studiesformal or informal, auditsof any proceeding, tests, reviews action or other environmental analyses in the possession of Seller and related to the current business of claim, Liability or potential Liability arising under any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection Law that is pending as of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerndate hereof.

Environmental. The Sold Companies are (a) Except as would not have a Company Material Adverse Effect: (i) the Company and its Subsidiaries are, and since January 1, 2021 have been in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with all material respects with all, and have not violated in any material respects any, material Company Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller under applicable Environmental Laws; (ii) there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Company, threatened Action pursuant to any Environmental Law against the Company or affectingany of its Subsidiaries; (iii) since January 1, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; and (v) to the Knowledge of the Company, there have been no Releases of Hazardous Materials at any location, including any current or formerly owned, leased or operated properties, such that it has caused environmental contamination at such real properties that is reasonably likely to result in any obligation to remediate such environmental contamination by, or result in liability to, the Sold Companies Company or any of its Subsidiaries pursuant to applicable Environmental Law. (ib) alleging Neither the Company nor any violation of its Subsidiaries has assumed, undertaken or provided an indemnity with respect to any material liability under or obligation of any other Person relating to Hazardous Materials or Environmental Law. (c) Neither the Company nor any of its Subsidiaries is required by any Environmental Law, or as a result of the transactions contemplated by this Agreement (other than any Divestiture Action), (i) to perform a site assessment for Hazardous Materials, (ii) arising out of the presence to remove or release of any substance remediate Hazardous Materials, or material listed, classified or regulated by (iii) to receive approval from any Governmental Entity as toxic Authority or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies Person pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. Except as specifically disclosed in the Environmental Report or any subsequent Environmental Assessment delivered to Lender, to Borrower’s knowledge: (a) Neither Borrower nor the Property is in violation of laws relating to Hazardous Materials; (b) Neither Borrower nor Guarantor has received, or has received a copy of, any notice of any violation or alleged violation of any laws relating to Hazardous Materials with respect to the Property; (c) The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply Property complies in all material respects with allall laws relating to Hazardous Materials as to use and conditions on, under or about the Property including soil and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. groundwater condition; (d) There are no Actions pending orcivil (including actions by private parties), criminal or administrative actions, suits or proceedings affecting Borrower, Guarantor or the Property relating to environmental matters (“Environmental Proceedings”) and neither Borrower nor Guarantor has any knowledge of any threatened Environmental Proceedings; (e) Neither Borrower nor, to the Knowledge of SellerBorrower’s knowledge, threatened against or affecting, the Sold Companies any other Person (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out including prior to Borrower’s ownership of the presence Property), has used, generated, manufactured, stored or release disposed of on, under or about the Property or transported to or from the Property any substance Hazardous Materials, except small quantities (e.g., cleaning supplies) in the ordinary course of business and in compliance with all laws relating to Hazardous Materials; (f) The Property is not subject to any private or material listedgovernmental Lien or judicial or administrative notice or action or inquiry, classified investigation or regulated by any Governmental Entity as toxic or claim relating to hazardous, as a pollutant or contaminanttoxic and/or dangerous substances, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies Toxic Mold or any other location Hazardous Materials; (including any facility for g) No Toxic Mold is on or about the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all Property which requires remediation; (h) There have been no environmental investigations, studies, audits, tests, reviews or other environmental analyses in conducted by or on behalf of Borrower which have not been provided to Lender; and (i) To Borrower’s knowledge, the possession Property has not been used (including the period prior to Borrower’s acquisition of Seller thereof), permanently or temporarily, as a disposal site or storage site for any Hazardous Materials and related to the current business Property, and all parts thereof, are free of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means all Hazardous Materials other than Hazardous Materials that do not violate any applicable Laws and Orders laws relating to protection Hazardous Materials. Without limitation on the foregoing: (i) the primary potable or drinking water source does not exceed the EPA Recommended Maximum Contaminant Level Goals set forth under the Safe Drinking Water Act and Clean Water Act, as amended; (ii) there is not and has never been landfill containing decomposable material, petroleum w▇▇▇▇, mineral bearing mines, sewage treatment facilities, underground storage tanks, sinkholes, radon or other toxic emissions within the Property, and (iii) no electrical transformers, fluorescent light fixtures with ballasts or other equipment containing polychlorinated biphenyls (PCBs) have been located on the Property at any time; and (iv) there are no facilities on the Property which are or have been subject to reporting under any State laws or Section 312 of the environmentFederal Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section 11022), or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernfederal regulations promulgated thereunder.

Environmental. The Sold Companies are 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 allall applicable environmental laws and with all rules, regulations, standards and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none requirements of the Sold Companies has received any written notice, EPA and of state and local agencies with jurisdiction over pollution or to protection of the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there environment. (b) There is no basis for such written notice suit, claim, action or communication. There are no Actions proceeding pending or, to the Knowledge knowledge of SellerCamden 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 against proceedings, may be, named as a defendant, responsible party or affecting, the Sold Companies potentially responsible party (i) alleging for alleged noncompliance (including by any violation of predecessor), with any environmental law, rule, regulation, standard or liability under any Environmental Law, requirement or (ii) arising out of relating to the release into or presence or release in the Environment of any substance Hazardous Materials or material listedOil whether or not occurring at or on a site owned, classified leased or regulated 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 as toxic or hazardousother forum in which any Loan Property has been or, with respect to threatened proceedings, may be, named as a pollutant defendant, responsible party or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses potentially responsible party (i) and for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or 38 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 materially occur. (e) To the knowledge of Camden, during the period of (i) Camden's and adversely affect the Sold Companies. None its subsidiaries' ownership or operation of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andtheir respective current properties, (ii) Camden's and its subsidiaries' participation in the management of any Participation Facility, or (iii) Camden's and its subsidiaries' holding of a security interest in a Loan Property, there has been no release or presence of Hazardous Material or Oil in, on, under or affecting such property of Camden or such Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in the aggregate, be material. To the knowledge of Camden and its subsidiaries, prior to the Knowledge period of Seller(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 Materials release or presence of Environmental Concern are otherwise present at Hazardous Material or Oil in, on, under or affecting any property operated by the Sold Companies such property, Participation Facility or any other location (including any facility for the treatmentLoan Property, storageexcept where such release or presence is not or would not, either individually or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26aggregate, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernmaterial.

Environmental. The Sold Companies are Except as disclosed in material compliance with all, and have not violated in the SEC Reports filed prior to the date of this Agreement: (i) Neither the Company nor any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its subsidiaries has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending of, or, to the Knowledge knowledge of Sellerthe Company, is subject to, any pending or threatened against action, cause of action, claim or affecting, the Sold Companies (i) investigation alleging any violation of or liability under or non-compliance with any applicable federal, state or local laws or regulations relating to pollution or the protection of human health or the environment ("Environmental LawLaws"), except for such actions, causes of action, claims or investigations which, individually or in the aggregate, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (ii) arising out To the knowledge of the presence Company, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any substance kind (collectively, "Release") of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including without limitation crude oil or material listedany fraction thereof) or solid wastes, classified including without limitation those defined in any Environmental Law ("Hazardous Materials"), on, beneath, above or regulated into any of the real property currently owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Current Property") or any of the real property formerly owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Former Property"), except for any Releases permitted by law or which have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (iii) Neither of the Company nor any of its subsidiaries has been identified as a potentially responsible party at a site listed in the National Priorities List. (iv) To the knowledge of the Company, no Current Property or Former Property is or ever has been used by the Company or any of its subsidiaries, or by any Governmental Entity other person under the control of the Company or any of its subsidiaries, for the storage, disposal, generation, manufacture, refinement, transportation, production or treatment of any Hazardous Materials in such a manner as toxic to require a permit under Section 3005 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6925. (v) To the knowledge of the Company, (A) there are no underground storage tanks, injection ▇▇▇▇▇ or hazardouslandfills located on any of the Current Property, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None B) there are no asbestos-containing materials or polychlorinated biphenyls (PCBs) located on any of the Sold Companies is subject Current Property in such form, quantities or condition so as to or affected by create any material Order liability or obligation of the Company or any of its subsidiaries under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are To the knowledge of Profound: (a) Profound is not in material violation of any applicable Environmental Laws; (b) Profound has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all contaminants in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply ; (c) there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within Profound's ownership, possession or control, other than those which have been or are in all material respects with allthe process of being rectified, and have not violated in on any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received real property owned or leased by Profound or on any written noticeother real property; (d) there have been no material releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within Profound's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Profound; (e) no material orders, directions or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the Knowledge business or assets of SellerProfound other than abandonment and reclamation orders, other communication that any such Permit will be revokeddirections or notices issued in connection with the normal course of business; (f) no event, not re-issuedmatter, occurrence or materially modified in a manner adverse circumstance with respect to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), environmental matters exists which could reasonably be expected to materially and adversely affect the Sold Companies. None interfere with Profound obtaining any required Regulatory Approvals in respect of its projects or that could have a Material Adverse Effect on Profound; and (g) Profound, as of the Sold Companies is subject to or affected by any date hereof, holds all material Order licences, permits and regulatory approvals required under any Environmental Law or regarding any release of Materials of Environmental Concern. None of Laws in connection with the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Lawits business and the ownership and use of its assets and all such licences, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, permits and regulatory approvals are in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller full force and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerneffect.

Environmental. The Sold Companies are in material compliance with all, and have not violated in Neither the Company nor any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its subsidiaries has received any written noticenotice or demand from any governmental authority or private party, nor is it aware that there has been storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Company or its subsidiaries (or to the Knowledge best of Sellerthe Company's knowledge, other communication that any such Permit will be revokedof its predecessors in interest) at, not re-issuedupon or from any of the property now or previously owned or leased under contract for purchase by the Company or any of its subsidiaries, or materially modified affiliated partnerships in violation of any applicable law, ordinance, rule, regulation order, judgment, decree, or permit or which would require remedial action by the Company or its subsidiaries which would not result in, or which would not be reasonably likely to result in, singularly or in the aggregatewith all such violations or remedial actions, any material adverse change in the business, business prospects, financial condition, results of operations or properties of the Company and its subsidiaries taken as a manner adverse whole. Neither the Company nor any of its subsidiaries has received notice or demand nor to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out best of the presence Company's knowledge is it aware that there has been a material spill, discharge, leak, emission, injection, escape, dumping or release of any substance kind onto such property or material listedinto the environment surrounding such property of any toxic wastes, classified medical wastes, solid wastes, hazardous wastes 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject hazardous substances due to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated caused by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property of its subsidiaries, except for any such spill, discharge, leak, emission, injections, escapes, dumpings or facility leased by release which would not result in or would not be reasonably likely to result in, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings, and releases, any Sold material adverse change in the business, business prospects, financial condition, results of operations or properties of the Company since August 26and its subsdiaries taken as a whole, 2011. As used hereinTher terms "hazardous wastes", “Environmental Laws” means "toxic wastes", "hazardous substances", and "medical wastes", shall have the meanings specified in any applicable Laws local, state, federal and Orders relating foreign laws of regulations with respect to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernenvironmental protection.

Environmental. The Sold Companies (a) To the best of Sellers’ Knowledge, no real property currently or formerly owned or leased or used by the Company or any of its Affiliates (collectively, “Real Property”) is or has been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation, Liability Information System (“CERCLIS”) or any similar state list, or is or has been the subject of any “Superfund” evaluation or investigation, or any other investigation or proceeding of any Governmental Authority or unaffiliated third party (each, a “Third Party”) or of the Sellers evaluating whether any remedial action is necessary to respond to any release of any Hazardous Substance, pollutant or contaminant on or in connection with such Real Property. (b) To the best of Sellers’ Knowledge, the Business of the Company and its Affiliates are and at all times have been operated in material compliance with allall applicable Laws concerning the protection of the public health, and have not violated public safety or the environment (“Environmental Laws”). To the best of Sellers’ Knowledge, none of the Company’s assets or properties are required to be upgraded or modified in any material respects any, material order to comply with applicable Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in Neither the Company nor any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its Affiliates has ever received any written noticeclaims or notices, oral or to the Knowledge of Sellerwritten, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) (A) alleging that the Company or any violation of or liability its Affiliates is liable under any Environmental Law, or (B) ordering the Company or any of its Affiliates to remedy or recommending that the Company or any of its Affiliates remediate, any environmental damage to any Real Property or modify or upgrade its assets to comply with Environmental Laws, and (ii) arising out of to the presence Sellers’ Knowledge, no such claims or notices are threatened or pending and there are no facts or circumstances that would reasonably be expected to give rise to any such claim or notice. (c) Except in compliance with applicable Environmental Laws, to the Sellers’ Knowledge there has been no release or threatened release of any substance Hazardous Substance, pollutant or material listedcontaminant to any soil, classified groundwater, surface water, building component, wastewater, air or regulated other media: (i) on or from any Real Property during the ownership, occupation or use of such Real Property by the Company or any Governmental Entity as toxic of its Affiliates, or hazardousat or from any other location where the Company or any of its Affiliates arranged for the storage, as a treatment, disposal or handling of any Hazardous Substance, pollutant or contaminant, or as (ii) by the Company or any of its Affiliates on any other words having the same or similar meaning real property. (“Materials of Environmental Concern”d) Except as set forth on Schedule 4.10(d), thatthere are no and have not been any underground storage tanks, in each case under clauses above-ground storage tanks, underground piping (i) and (iiexcept for water or sewer), could reasonably be expected to materially asbestos-containing materials, polychlorinated biphenyls or Hazardous Substances used, stored, treated or disposed of at any Real Property. (e) Schedule 4.10(f) lists all environmental audits, assessments or reports and adversely affect any other written information concerning the Sold Companies. None of the Sold Companies is subject to Company’s actual or affected by any material Order potential liability under any Environmental Law or regarding any release of Materials of (collectively, “Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses Reports”) in the possession or control of Seller the Sellers or any of their Affiliates, including, without limitation, all Phase I, II and related III environmental assessment reports with respect to the current business Real Property in the possession or control of any Sold Company the Sellers or any property or facility leased of their Affiliates. A true and complete copy of each Environmental Report listed on Schedule 4.10(f) has previously been delivered by any Sold the Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernBuyer.

Environmental. The Sold Companies Except as set forth on Section 7P of the Company Disclosure Letter, (i) to the Company’s knowledge, the Company and its Subsidiaries are in material compliance with all, and have not violated in any material respects any, material all Environmental Laws. The Sold Companies possess ; (ii) to the Company’s knowledge, the Company and comply each of its Subsidiaries maintains and is in compliance with all material respects with allpermits, licenses and have not violated in any material respects any, material Permits other authorizations that are required under any material pursuant to Environmental Law Laws for their respective operations the occupation of its facilities and the operation of its business as currently, and conducted on the Closing Date (“Environmental Permits”); (iii) none of the Sold Companies Company or its Subsidiaries has received any written noticenotice or claim regarding any actual or alleged violation of Environmental Laws, any liabilities or potential liabilities arising under Environmental Laws or any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Material into the indoor or outdoor environment, which notice or claim remains outstanding except as would not result in a Company Material Adverse Effect; (iv) 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, or notification to or consent of government agencies pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws; (v) neither the Company nor its Subsidiaries own or operate any underground storage tanks; (vi) the Company has provided to Buyer copies of all material environmental assessments prepared since September 30, 2003, relating to the Knowledge Company or any of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse its Subsidiaries to the Sold Companies, and to extent the Knowledge forgoing are in the possession of Seller the Company or any of its Subsidiaries; (vii) there is no basis for such written notice or communication. There are no Actions actions, suits, proceedings (including arbitration), orders or investigations pending or, to the Knowledge of SellerCompany’s knowledge, threatened against the Company or affecting, the Sold Companies (i) alleging any of its Subsidiaries regarding any actual or alleged violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of LawLaws, any liability liabilities or potential liabilities arising under Environmental Laws or any liabilities or potential liabilities regarding any release actual or alleged Release or threatened Release of Materials a Hazardous Material into the indoor or outdoor environment, other than in each case as would not result in a Company Material Adverse Effect and (viii) neither the Company nor any of its Subsidiaries is subject to any order, decree or settlement agreement regarding (A) any actual or alleged violation of Environmental Concern thatLaws, in each case, could reasonably be expected to be material to (B) any liabilities or potential liabilities arising under Environmental Laws or (C) any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Material under which the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold of its Subsidiaries has continuing obligations except as would not result in a Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernMaterial Adverse Effect.

Environmental. The Sold Companies are in material compliance with all(a) Except as would not reasonably be expected to have a Material Adverse Effect, the operations and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess properties of each Borrower and comply in all material respects with allall applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or no circumstances exist that would be reasonably likely to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging form the basis of an Environmental Action against any violation of Borrower or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions their properties that could reasonably be expected to result in material liability have a Material Adverse Effect or (ii) cause any such property to the Sold Companies pursuant be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in . (b) In each case, could case except as would not reasonably be expected to be material have a Material Adverse Effect: (i) none of the properties currently or formerly owned or operated by any Borrower is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) 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 or have been treated, stored or disposed on any property currently owned or operated by any Borrower, to the Sold Companies. Seller best of its knowledge, on any property formerly owned or operated by any Borrower; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Borrower; and (iii) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Borrower. (c) In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) neither any Borrower is undertaking, and has made available not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to Buyer all environmental investigationsany actual or threatened release, studiesdischarge or disposal of Hazardous Materials at any site, auditslocation or operation, tests, reviews either voluntarily or other environmental analyses in the possession of Seller and related pursuant to the current business order of any Sold Company governmental or regulatory authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or facility leased formerly owned or operated by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means Borrower have been disposed of in a manner not reasonably expected to result in liability to any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernBorrower.

Environmental. The Sold Companies Except as disclosed in the Questionnaires, as amended and supplemented through the date of Closing: (1) None of the Premises nor any of the Borrower Parties are in material violation of, or subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, which violation, investigation or inquiry would have a Material Adverse Effect, 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 any of the Premises; (2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect; (3) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Premises, except in Permitted Amounts; (4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with allall Environmental Laws, except where such noncompliance would not have a Material Adverse Effect; (5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts; (6) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and have not violated in any material respects anyto Borrower's knowledge prior to such acquisition and ownership, material there is no past or present non-compliance with Environmental Laws. The Sold Companies possess , or with permits issued pursuant thereto, in connection with any of the Premises, except where such noncompliance would not have a Material Adverse Effect; (7) None of the Borrower Parties has received any written notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Premises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; SCS Finance I, L.P. Mortgage Loan (8) All information known to any of the Borrower Parties or contained in the files of any of the Borrower Parties relating to any existing Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Premises, other than in Permitted Amounts, has been provided to Lender, including, without limitation, information relating to all prior Remediation (which provision of information was accomplished in part by delivering to representatives of Lender for their review and comply in analysis the files of Lessee maintained by Lessee with respect to environmental matters relating to the Premises); (9) All of the Premises are free and clear of all material respects with all, liens and have not violated in other encumbrances imposed pursuant to any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, (the "Environmental Liens"); and none of the Sold Companies Borrower Parties has received allowed any written noticetenant or other user of any of the Premises to do any act on the Premises that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether that person or entity was on or off any of the Premises), impaired the value of any of the Premises in any material respect, is contrary to any requirement of any insurer insuring the Premises, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Knowledge Premises, except where such violation did not have a Material Adverse Effect on the Premises; and (10) The information and disclosures in the Questionnaires, as amended and supplemented through the date of SellerClosing, other communication that any such Permit will be revokedare true, not re-issued, or materially modified correct and complete in a manner adverse to the Sold Companiesall material respects, and the person or persons executing the Questionnaires and any amendments and supplements thereto were duly authorized to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies do so; and (i11) alleging any violation of or liability under any Environmental Law, or (ii) arising out Each of the presence Borrower Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or release of any substance equivalent state law or material listed, classified regulation) with respect to all petroleum underground storage tanks or regulated by any Governmental Entity storage tank systems (as toxic those terms are defined under 40 C.F.R. Section 280.12 or hazardous, as a pollutant equivalent state law or contaminant, regulation) owned or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at Borrower Parties or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect located on any of them. None of the Sold Companies has assumed or retainedPremises, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernexcept where such noncompliance would not have a Material Adverse Effect.

Environmental. The Sold Companies are Except as set forth in material compliance the environmental reports provided to Landlord in connection with allLandlord’s acquisition of the Premises, and have except as would not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability a Material Adverse Effect with respect to the Sold Companies pursuant use or operation of the Premises, to Tenant’s knowledge: (i) Tenant complies with all Environmental Laws and holds, maintains and complies with permits, licenses or similar authorizations required to materially construct, occupy, operate or use the Premises under Environmental Laws; (ii) Tenant has not received any written notice from any Governmental Authority alleging or finding a violation of Environmental Law at the Premises that has not been complied with prior to the date hereof; (iii) Except in Permitted Amounts, (x) there has been no and adversely affect there is no Release or threatened Release of any of them. None of Hazardous Materials at the Sold Companies Premises and (y) Tenant has assumed not and does not use, handle, manufacture, generate, produce, store or retainedprocess Hazardous Material at the Premises; (iv) Tenant has not received any written claim, by contract demand, lawsuit or by operation of Law, other communication from any person or entity (including but not limited to a Governmental Authority) alleging any liability under Environmental Laws of Tenant for any Release of Hazardous Materials at the Premises that has not been settled or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material otherwise resolved prior to the Sold Companies. Seller date hereof; (v) Tenant has provided or otherwise made available to Buyer Landlord all environmental investigations, studies, audits, testsreports, reviews or other environmental analyses and assessments concerning the Premises that are in the possession possession, custody or control of Seller Tenant and related that were prepared within the past sixty (60) days and relating to the current business Premises; (vi) The Premises is currently free and clear of all liens and other encumbrances imposed pursuant to any Environmental Laws; and (vii) Except as specifically disclosed to Landlord, Tenant has made no undertaking, contract or commitment to any Person other than Landlord that would render Tenant responsible for any Release, threat of Release, Corrective Action or violation of any Sold Company Environmental Laws affecting or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernPremises.

Environmental. The Sold Companies are (a) Except as would not have, individually or in material compliance with allthe aggregate, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any a Material Adverse Effect: (i) no written notice, order, request for information, complaint or penalty has been received in the past two years by any Seller or any of its Affiliates with respect to the Knowledge compliance of Seller, other communication that the Purchased Business or the Purchased Assets with any such Permit will be revoked, not re-issued, Environmental Laws or materially modified in a manner adverse to the Sold Companiesliability under any Environmental Laws, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business of or under any Environmental Law; and (ii) the Purchased Business is and, for the prior two years, has been in compliance with all applicable Environmental Laws. (b) No Seller or any of its Affiliates, or, to the Knowledge of Sellerthe Sellers, threatened against no other Person has released, stored, deposited, discharged, buried, dumped or affecting, disposed of Hazardous Materials in quantities and concentrations requiring immediate notification of governmental entities pursuant to Environmental Law on or beneath the Sold Companies (i) alleging any violation of or liability under any Environmental LawPurchased Assets, or (ii) arising out from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the presence or release ordinary course 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”), thatbusiness, in each case under clauses (i) material compliance with Environmental Laws and (ii), could so as would not reasonably be expected to materially and adversely affect require any material remediation or investigation pursuant to Environmental Law. (c) Without in any way limiting the Sold Companies. None generality of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andforegoing, to the Knowledge of such Seller, no Materials (i) other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of Environmental Concern such tanks, located on any Purchased Asset are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concernspecifically identified on Schedule 3.08(c), (ii) other than as contained substances in each casequantities not regulated by Environmental Law, under such circumstances all former underground storage tanks have been removed from or under such conditions that could closed in place at the Purchased Assets in compliance with applicable Law and are listed on Schedule 3.08(c), (iii) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule 3.08(c) and (iv) there are no underground injection w▇▇▇▇, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, other than as have been used in the ordinary course of business, in compliance in all material respects with all Environmental Laws, and as would not reasonably be expected to result in require any material liability to the Sold Companies remediation or investigation pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are Except as set forth in material Section 3.20 of the Disclosure Schedule: ------------------- -15- (a) Schedule 3.20 of the Disclosure Schedule sets forth a list of all ------------------- assessments, studies, reports or appraisals ("Environmental Reports") possessed by the Company, any Subsidiary, Seller or Parent relating to the environmental condition of any real property currently or formerly owned or leased by the Company or any Subsidiary (the "Company Property") or relating to the compliance by the Company or any Subsidiary with allany Environmental Laws. (b) To the knowledge of Sellers, Parents, the Company or any Subsidiary, the Company Property and have the operations conducted thereon do not violated violate in any material respects any, material respect any Environmental Laws and there are no conditions existing on or resulting from the operation of any Company Property that could give rise to any on-site or off-site remedial obligations under any Environmental Laws. . (c) The Sold Companies possess Company Property and comply in all material respects with all, the operations conducted thereon by the Company and have not violated in the Subsidiaries or the operations by any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none prior owner or operator of the Sold Companies has received Company Property, are not subject to any written noticeexisting, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge knowledge of Sellerany Seller or Parent, threatened against action, suit, investigation, inquiry or affectingproceeding by or before any Governmental Authority. (d) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the Sold Companies (i) alleging any violation of current operation or liability under any Environmental Law, or (ii) arising out use of the presence or release of any substance or material listedCompany Property, 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the without limitation treatment, storage, disposal or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials a hazardous substance or solid waste into the environment, if any, have been duly obtained or filed, and the Company and the Subsidiaries are in compliance with the terms and conditions of Environmental Concern thatall such notices, in each casepermits, could reasonably be expected to be material to licenses and similar authorizations. (e) To the Sold Companies. Seller has made available to Buyer all environmental investigationsknowledge of Sellers, studiesParents, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any Subsidiary, neither the Company nor any Subsidiary is subject to any contingent liability in connection with any exposure of any person or property to or facility leased by any Sold release or threatened release of any hazardous substance or solid waste into the environment on or at the Company since August 26Property or from the operations conducted thereon. (f) For purposes of this Agreement, 2011. As used herein, “"Environmental Laws” means " shall mean any applicable Laws and Orders relating to protection of the environmentall laws, statutes, ordinances, rules, regulations, orders, or protection determinations of human any Governmental Authority pertaining to health or the environment in effect on the date of this Agreement in any and safety all jurisdictions in which the Company Property is located, including without limitation, the Clean Air Act, as may be affected by exposure to Materials amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of Environmental Concern.1989 ("CERCLA"), as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the

Environmental. The Sold Companies are Except as set forth on Section 4.18 of the Company Disclosure Letter: (a) the Company is and for the last five (5) years, has been in material compliance with allcompliance, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects respects, with all, applicable Environmental Laws and have not violated in any material respects any, material possesses all Company Permits required under any material Environmental Law for their respective operations as currentlyunder applicable Environmental Laws (“Environmental Permits”), and none of except where such non-compliance or the Sold Companies has received any written notice, or failure to the Knowledge of Seller, other communication that possess any such Permit will be revokedEnvironmental Permits would not have a Company Material Adverse Effect and is, for the last five (5) years, has been, in compliance, in all material respects, with all such Environmental Permits, except where such non-compliance would not re-issued, or materially modified in have a manner adverse to the Sold Companies, Company Material Adverse Effect and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Company, threatened that seek the revocation, cancellation, suspension or adverse modification of any such Environmental Permit; (b) there is no Action pending or, to the Knowledge of the Company, threatened against the Company or affectingany of its Subsidiaries pursuant to any Environmental Law or relating to Hazardous Materials. Neither the Company nor any of its Subsidiaries has received any written notice, claim, request for information, citation, demand, or complaint from any Person, including but not limited to any Governmental Authority, alleging that the Sold Companies Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability has not been fully resolved and for which there are no outstanding obligations. Neither the Company, any of its Subsidiaries, any Owned Real Property or, to the Knowledge of the Company, any Leased Real Property is a party or subject to any Order pursuant to Environmental Law; (c) there has been no Release of, or exposure to, any Hazardous Materials on, at, under or from (i) alleging the Owned Real Property (A) at any violation time when the Company or any of its Subsidiaries owned such Owned Real Property or liability under (B) to the Knowledge of the Company, prior to the time at which the Company or any Environmental Lawof its Subsidiaries owned such Owned Real Property, or (ii) arising out to the Knowledge of the presence Company, the Leased Real Property or release (iii) to the Knowledge of the Company, any substance real property formerly owned, leased or material listed, classified operated by the Company or regulated by any Governmental Entity as toxic Subsidiary or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), thatlocation that has caused environmental contamination at such real properties, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material an obligation to remediate such environmental contamination or result in liability to on the Sold Companies part of the Company or any Subsidiary pursuant to applicable Environmental Laws or to materially and adversely affect Law. (d) neither the Company nor any of them. None of the Sold Companies Subsidiary has assumed or retainedprovided indemnity against any material liabilities or obligations of any other Person under any Environmental Laws; (e) no material capital expenditure by the Company or any Subsidiary is required to achieve or maintain compliance with Environmental Law or any Environmental Permit; (f) no Owned Real Property or, by contract or by operation to the Knowledge of Lawthe Company, any liability under Environmental Laws Leased Real Property or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller Knowledge of the Company, any real property formerly owned, operated, or leased by the Company or any Subsidiary is listed on, or has been proposed for listing on, the National Priorities List (or Superfund Enterprise Management System (SEMS)) under CERCLA, or any similar state list; and (g) the Company and/or its Subsidiaries have provided or otherwise made available to Buyer all Parent any material environmental investigations, studiesreports, audits, testssite assessments, reviews notices of violation, citations, orders, and other similar documents with respect to their operations or the Owned or Leased Real Property or any other environmental analyses real property formerly owned, leased, or operated by the Company or any Subsidiary, which are in the possession or control of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernSubsidiary.

Environmental. The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or The Asset Sellers (ii) arising out of to the presence or 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 extent related to the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (iBusiness) and (ii)the Target Entities and their Subsidiaries have, could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatmentpast three (3) years complied, storageand are in compliance, or disposal of Materials of Environmental Concern)with applicable Environmental, Health, and Safety Requirements and the Owned Real Property and Leased Real Property have for the past three (3) years complied, and are in compliance, with applicable Environmental, Health, and Safety Requirements, except for, in each case, under such circumstances or under such conditions non-compliance that could would not reasonably be expected to result in material liability to a Material Adverse Effect. (ii) The Asset Sellers, the Sold Companies Target Entities and their Subsidiaries have obtained and, for the past three (3) years complied, and are in compliance, with all Permits required for operation of the Business and for the use and occupancy of the Owned Real Property and the Leased Real Property pursuant to Environmental Laws or to materially applicable Environmental, Health, and adversely affect any of them. None of the Sold Companies has assumed or retainedSafety Requirements, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could except for such non-compliance that would not reasonably be expected to be material result in a Material Adverse Effect. (iii) None of the Asset Sellers (to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and extent related to the current business Business) nor any of the Target Entities or their Subsidiaries is the subject of any Sold Company Action, citation, summons or subpoena of any property nature, civil, criminal, regulatory or facility leased by otherwise, in law or in equity, respecting any Sold Company since August 26Environmental, 2011. As used hereinHealth, “Environmental Laws” means and Safety Requirements, nor, to Seller’s Knowledge, are any applicable Laws and Orders relating such Actions, citations, summons or subpoenas pending or threatened, except for such Actions that would not reasonably be expected to protection result in a Material Adverse Effect. (iv) None of the environmentAsset Sellers (to the extent related to the Business) nor any of the Target Entities or their Subsidiaries is subject to any Liability under Environmental Health, and Safety Requirements, including but not limited to any obligations to investigate, remediate, and/or take corrective action related to Releases of Hazardous Substances, or, to Seller’s Knowledge, potential Liability under Environmental, Health, and Safety Requirements, nor, to Seller’s Knowledge, are any such Liabilities pending or threatened, except for such Liabilities that would not reasonably be expected to result in a Material Adverse Effect. (v) This Section 3.01(v) contains the sole and exclusive representations and warranties of Seller with respect to any environmental, health, or protection of human health safety matters, including without limitation any arising under any Environmental, Health, and safety as may be affected by exposure to Materials of Environmental ConcernSafety Requirements.

Environmental. The Sold Companies are (a) Except as to matters that would not reasonably be expected to have, individually or in material compliance with allthe aggregate, and have not violated in any material respects anya Material Adverse Effect, material Environmental Laws. The Sold Companies possess and comply in all material respects with allsince January 1, and have not violated in any material respects any2014, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, “to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of SellerCompany, threatened against or affecting, the Sold Companies (i) alleging any which allege a violation of or liability under any applicable Environmental Law, or (ii) arising out of the presence or 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”), thatLaws, in each case under clauses relating to the Company or any of its Subsidiaries, (ib) and (ii), could except as to matters that would not reasonably be expected to materially have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2014, the Company and adversely affect each of its Subsidiaries has been in compliance with all applicable Environmental Laws; (c) except as to matters that would not reasonably be expected to have, individually or in the Sold Companies. None aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals to the operations of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None business of the Sold Companies Company and its Subsidiaries, and since January 1, 2014 has released any Materials of maintained all financial assurances, necessary for its operations to comply, in all respects, with all applicable Environmental Concern at any property currently or formerly operated by any of them andLaws and is, and since January 1, 2014, to the Knowledge of Sellerthe Company, has been, in compliance with the terms of such permits, licenses and other approvals, (d) to the Knowledge of the Company, no Materials of Environmental Concern are otherwise present at Hazardous Material is located at, on or affecting under any property currently owned, operated or leased by the Sold Companies Company or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions its Subsidiaries that could would reasonably be expected to result in material give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to the Sold Companies asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed costs liabilities or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could obligations that would not reasonably be expected to be material have, individually or in the aggregate, a Material Adverse Effect, and (e) to the Sold Companies. Seller Knowledge of the Company, January 1, 2014, no Hazardous Material has made available to Buyer all environmental investigationsbeen generated, studiesowned, auditstreated, testsstored, reviews handled or other environmental analyses in controlled by the possession of Seller and related to the current business of any Sold Company or any property of its Subsidiaries and transported by (or facility leased by on behalf of) the Company or any Sold of its Subsidiaries to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Company since August 26, 2011. As used herein, “Environmental Laws” means or any of its Subsidiaries under any applicable Environmental Laws and Orders relating that would reasonably be expected to protection of have, individually or in the environmentaggregate, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerna Material Adverse Effect.

Environmental. The Sold Companies (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) since January 1, 2016, the Company and its Subsidiaries have been and are in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with the terms of all material respects with all, and have not violated in any material respects any, material Company Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller currently conducted under applicable Environmental Laws; (ii) (A) there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Company, threatened Proceeding pursuant to any Environmental Law against the Company or affectingany of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Sold Companies (i) alleging Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (C) none of the Company or any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law that is currently in effect; (iii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (iv) neither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (b) The Company has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; or (ii) arising out of the presence any Hazardous Materials in, on, beneath or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected adjacent to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly owned, operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated leased by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernits Subsidiaries.

Environmental. The Sold Companies are (a) Except as to matters that would not reasonably be expected to have, individually or in material compliance with allthe aggregate, and have not violated in any material respects anya Material Adverse Effect, material Environmental Laws. The Sold Companies possess and comply in all material respects with allsince January 1, and have not violated in any material respects any2019, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any no written notice, claim, demand, request for information, Order, complaint or to penalty has been received by any of the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold CompaniesDebtors, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions Legal Proceedings pending or, to the Knowledge of Sellerthe Company, threatened against or affecting, the Sold Companies (i) alleging any in writing which allege a violation of or liability under any applicable Environmental Law, or (ii) arising out of the presence or 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”), thatLaws, in each case under clauses relating to any of the Debtors, (ib) and (ii), could except as to matters that would not reasonably be expected to materially have, individually or in the aggregate, a Material Adverse Effect, each Debtor has received and adversely affect maintained in full force and effect, all permits, licenses and other approvals required under applicable Environmental Law, in each case to the Sold Companies. None of the Sold Companies is subject extent necessary for its operations to or affected by any material Order under any comply with all applicable Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andLaws and is, and since January 1, 2019, to the Knowledge of Sellerthe Company, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the actual knowledge of the Company, no Materials of Environmental Concern are otherwise present at Hazardous Material is located at, on or affecting under any property currently owned, operated or leased by any of the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions Debtors that could would reasonably be expected to result in material give rise to any cost, liability or obligation of any of the Debtors under any applicable Environmental Laws, other than costs, liabilities or obligations related to the Sold Companies asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed costs, liabilities or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could obligations that would not reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigationshave, studies, audits, tests, reviews individually or other environmental analyses in the possession aggregate, a Material Adverse Effect, and (d) since December 31, 2019, no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of Seller the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any applicable Environmental Laws other than costs, liabilities, or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would reasonably be expected to have, individually or in the current business aggregate, a Material Adverse Effect. Notwithstanding the generality of any Sold Company other representations and warranties in this Agreement, the representations and warranties in this Section 4.18 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any property arising under or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, Environmental Laws or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernHazardous Materials.

Environmental. The Sold Companies are in material compliance with all(a) (i) Keep any property either owned or operated by the Borrowers or their Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and (ii) comply, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects respects, with allEnvironmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests; provided, and however, that no Borrower shall be deemed to have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or breached this Section 5.10 to the Knowledge of Seller, other communication extent that any such Permit will be revoked, not re-issued, or materially modified failures to comply with the requirements specified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies clause (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of above, either individually or in the presence or release of any substance or material listedaggregate, classified or regulated by any Governmental Entity as toxic or hazardoushave not resulted in, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could not reasonably be expected to result in, a Material Adverse Change. If the Company or any of its Restricted Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Company or any of its Restricted Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in material liability the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Borrower agrees to the Sold Companies undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws or to materially remove and adversely affect clean up any of them. None of Hazardous Materials from any Real Property except where the Sold Companies failure to do so has assumed or retainednot resulted in, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, and could not reasonably be expected to be material result in, a Material Adverse Change. (b) At the written request of Agent, which request shall specify in reasonable detail the basis therefor, at any time after the occurrence of an Event of Default, a breach by any Borrower of an environmental provision of this Agreement, or any other matter that requires the giving of notice under clauses (n) through (r) on Schedule 5.1, the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property, prepared by an environmental consulting firm reasonably approved by Agent, addressing the matters which gave rise to such request and estimating the potential costs of any Remedial Action in connection with any such matter. If any Borrower fails to provide the same within 45 days after such request was made, Agent may order the same, and the Borrowers shall grant and hereby do grant, to Agent, access to such Real Property and specifically grant Agent an irrevocable non-exclusive license, subject to the Sold Companies. Seller has made available right of tenants, to Buyer undertake such an assessment, all environmental investigations, studies, audits, tests, reviews or other environmental analyses in at the possession of Seller Borrowers’ joint and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernseveral expense.

Environmental. The Sold Companies are (a) To the knowledge of the Company, each of the Company and its Subsidiaries is in material compliance with allall Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of material permits, licenses and other governmental authorizations required for their current operations under applicable Environmental Laws, and compliance with the terms and conditions thereof; (b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary; and (c) To the knowledge of the Company, (i) with respect to the real property currently or previously owned, leased or operated by the Company or any of its Subsidiaries, there have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with allbeen no releases of Hazardous Materials that require a Cleanup, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and (ii) none of the Sold Companies has received any written noticeCompany, its Subsidiaries, or to their respective predecessors has treated, stored, disposed of, arranged for or permitted the Knowledge of Sellerdisposal of, other communication that manufactured, distributed, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such Permit will be revoked, not re-issued, or materially modified substance) in a manner adverse that has given rise to Liabilities or could give rise to Liabilities pursuant to any Environmental Laws. (d) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has assumed, undertaken, or otherwise become subject to, any liability of any other Person or entity relating to Environmental, Health, and Safety Requirements. (e) To the knowledge of the Company, no facts, events or conditions relating to the Sold Companiespast or present facilities, and to properties or operations of the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending orCompany, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Lawits Subsidiaries, or (ii) arising out any of the presence or 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”), that, in each case under clauses (i) and (ii), their respective predecessors could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies corrective obligations pursuant to Environmental Laws Laws, or give rise to materially and adversely affect any of them. None of the Sold Companies has assumed other Liabilities (whether accrued, absolute, contingent, unliquidated or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected otherwise) pursuant to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. (a) The Sold Companies are in material compliance with allproperty, assets and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess operations of the Company and its subsidiaries comply in all material respects with allall applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to have a Material Adverse Effect). (b) To the Knowledge of the Company, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and (i) none of the Sold Companies has received real properties currently or formerly owned, leased or operated by the Company or any written notice, or to subsidiary (including groundwater under such real properties) (the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i"Properties") alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence Company and its subsidiaries related thereto, is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a 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 Hazardous Materials into the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), environment where such expenditures could reasonably be expected to materially and adversely affect the Sold Companies. None have a Material Adverse Effect, (ii) there are no underground storage tanks present on or under any of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release Properties the presence of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that which could reasonably be expected to result have a Material Adverse Effect, and (iii) there are no pending or threatened in material liability to writing: (A) actions or proceedings from any governmental agency or any other person or entity regarding the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any disposal of them. None of the Sold Companies has assumed or retainedHazardous Materials, by contract or by operation of Law, any liability under Environmental Laws or regarding any release Hazardous Materials Laws or evaluation, or (B) liens or governmental actions, notices of violations, notices of noncompliance or other proceedings of any kind relating to any of the Hazardous Materials of Environmental Concern thatLaws with respect to the Properties where such actions, in each case, proceedings or liens could reasonably be expected to be material to have a Material Adverse Effect. (c) Neither the Sold Companies. Seller Company nor any of its subsidiaries has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses any liability in the possession of Seller and related to the current business connection with any release of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of Hazardous Materials into the environment, except where such liability would not have, or protection of human health and safety as may reasonably be affected by exposure expected to Materials of Environmental Concernhave, a Material Adverse Effect.

Environmental. The Sold Companies are (a) Except as would not have, individually or in material compliance with allthe aggregate, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any a Material Adverse Effect: (i) no written notice, order, request for information, complaint or penalty has been received in the past two years by any Seller or any of its Affiliates with respect to the Knowledge compliance of Seller, other communication that the Purchased Business or the Purchased Assets with any such Permit will be revoked, not re-issued, Environmental Laws or materially modified in a manner adverse to the Sold Companiesliability under any Environmental Laws, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business of or under any Environmental Law; and (ii) the Purchased Business is and, for the prior two years, has been in compliance with all applicable Environmental Laws. (b) No Seller or any of its Affiliates, or, to the Knowledge of Sellerthe Sellers, threatened against no other Person has released, stored, deposited, discharged, buried, dumped or affecting, disposed of Hazardous Materials in quantities and concentrations requiring immediate notification of governmental entities pursuant to Environmental Law on or beneath the Sold Companies (i) alleging any violation of or liability under any Environmental LawPurchased Assets, or (ii) arising out from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the presence or release ordinary course 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”), thatbusiness, in each case under clauses (i) material compliance with Environmental Laws and (ii), could so as would not reasonably be expected to materially and adversely affect require any material remediation or investigation pursuant to Environmental Law. (c) Without in any way limiting the Sold Companies. None generality of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andforegoing, to the Knowledge of such Seller, no Materials (i) other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of Environmental Concern such tanks, located on any Purchased Asset are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concernspecifically identified on Schedule 3.08(c), (ii) other than as contained substances in each casequantities not regulated by Environmental Law, under such circumstances all former underground storage tanks have been removed from or under such conditions that could closed in place at the Purchased Assets in compliance with applicable Law and are listed on Schedule 3.08(c), (iii) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule 3.08(c) and (iv) there are no underground injection ▇▇▇▇▇, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, other than as have been used in the ordinary course of business, in compliance in all material respects with all Environmental Laws, and as would not reasonably be expected to result in require any material liability to the Sold Companies remediation or investigation pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies are (a) Except as would not reasonably be expected to have a Company Material Adverse Effect or as disclosed in material compliance with allSchedule 2.21(a) of the Company Disclosure Letter: (i) Each of the Company and its Subsidiaries has secured, and have not violated is in any compliance in all material respects anywith, all Environmental Permits required in connection with its operations and the Real Property. Each Environmental Permit, together with the name of the Governmental Entity issuing such Environmental Permit, is set forth in Schedule 2.21(a)(i) of the Company Disclosure Letter. All such Environmental Permits are valid and in full force and effect, none of such Environmental Permits will be terminated or impaired or become terminable as a result of the consummation of the Arrangement and, to the Company’s knowledge, there are no circumstances that exist which would reasonably be expected to result in the revocation, suspension, amendment or material alteration of any Environmental LawsPermit. The Sold Companies possess Each of the Company and comply its Subsidiaries is in compliance in all material respects with all, and have not violated in all Environmental Laws. Neither the Company nor any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies its Subsidiaries has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice alleging that the Company or communication. any of its Subsidiaries is not in such compliance with Environmental Laws. (ii) There are no Actions past, pending or, to the Knowledge of SellerCompany’s knowledge, threatened Environmental Actions against or affectingaffecting the Company or any of its Subsidiaries, and the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or release Company is not aware of any substance facts 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”), that, in each case under clauses (i) and (ii), circumstances which could reasonably be expected to materially form the basis for any material Environmental Action against the Company or any of its Subsidiaries. (iii) Neither the Company nor any of its Subsidiaries has entered into or agreed to any material Order, and adversely affect neither the Sold Companies. None Company nor any of the Sold Companies its Subsidiaries is subject to or affected by any outstanding material Order under Order, relating to compliance with any Environmental Law or regarding to investigation or cleanup of a Hazardous Substance under any release of Materials of Environmental Concern. None Law. (iv) No Lien has been attached to, or asserted against, the assets, property or rights of the Sold Companies Company or any of its Subsidiaries pursuant to any Environmental Law, and, to the Company’s knowledge, no such Lien has released been threatened. (v) There are no Hazardous Substances present in, on, at under or migrating to or from any Materials of Environmental Concern at any Real Property or other real property currently or formerly owned operated or leased by the Company or any of them andits Subsidiaries (for former properties, to where such substances arise out of the Knowledge period of Seller, no Materials of Environmental Concern are otherwise present at ownership or affecting any property operated occupation by the Sold Companies Company or any of its Subsidiaries) in amount or condition that could be expected to give rise to an Environmental Action against, or any Environmental Liability of the Company or any of its Subsidiaries. (vi) To the Company’s knowledge, there has been no Release of any Hazardous Substance from any Real Property or other location real property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries (including for former properties, where such substances were Released during the period of ownership or occupation by the Company or any facility of its Subsidiaries). (vii) To the Company’s knowledge, neither the Company nor any of its Subsidiaries has transported or arranged for the treatment, storage, handling, disposal, or disposal transportation of Materials of any Hazardous Substances to any off site location which is an Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. Clean-up Site. (viii) None of the Sold Companies Real Property is or, to the knowledge of the Company, is being considered to become an Environmental Clean-up Site. (ix) To the Company’s knowledge, no part of the Real Property has assumed ever been used as a landfill or retainedfor the disposal or deposit of waste. (x) To the Company’s knowledge, by contract or by operation of there is no written restriction imposed, pursuant to any Environmental Law, on the use of any Real Property or any part of the Real Property or on the operations or scope of the operations of the Company or any of its Subsidiaries (except as may be apparent in any Environmental Permits). (xi) To the Company’s knowledge, there are no underground storage tanks on the Real Property. (xii) None of the Company or any of its Subsidiaries have expressly assumed the liability under Environmental Laws or regarding of any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material Person relating to the Sold Companies. Seller Environment in connection with the sale or purchase of businesses or real properties. (b) The Company has provided or made available to Buyer Parent true and complete copies of, or access to, all material: (i) Environmental Permits, (ii) all written communications with any Governmental Entity except for routine ones received since April 1, 2006 relating to any Environmental Permit or Environmental Law; and (iii) written environmental investigations, studies, audits, tests, reviews assessment materials and reports that have been prepared by or other environmental analyses in on behalf of the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of its Subsidiaries in the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernlast five years.

Environmental. The Sold Companies Except as disclosed in the Questionnaires as amended and supplemented through the date of Closing: (1) None of the Properties nor any of the Lessee Parties are in material violation of, or subject to, any pending or, to Lessee's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws which violation, investigation or inquiry would have a Material Adverse Effect, 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 any of the Properties; (2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and Equipment forming a part of or located at any of the Properties by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect; (3) Since the initial acquisition by and during the ownership and/or occupancy of the Properties by Lessee, and to Lessee's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, except in Permitted Amounts; (4) None of the Properties contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Properties or which constitute any portion of the Equipment, if any, are in full compliance with allall Environmental Laws, except where such noncompliance would not have a Material Adverse Effect; SCS Finance I, L.P. (5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Properties in excess of Permitted Amounts; (6) Since the initial acquisition by and during the ownership and/or occupancy of the Properties by Lessor, Lessee, and have not violated in any material respects any, material to Lessee's knowledge prior to such acquisition and ownership there is no past or present non-compliance with Environmental Laws. The Sold Companies possess , or with permits issued pursuant thereto, in connection with any of the Properties, except where such noncompliance would not have a Material Adverse Effect; (7) None of the Lessee Parties has received any written notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Properties or Equipment, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (8) All information known to any of the Lessee Parties or contained in the files of any of the Lessee Parties relating to any existing Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Properties, other than in Permitted Amounts, has been provided to Lessor, including, without limitation, information relating to all prior Remediation; (9) All of the Properties are free and comply in clear of all material respects with all, liens and have not violated in other encumbrances imposed pursuant to any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, (the "Environmental Liens"); and none of the Sold Companies Lessee Parties has received allowed any written noticetenant or other user of any of the Properties or Equipment to do any act on the Properties or Equipment Premises that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether that person or entity on or off any of the Properties), impaired the value of any of the Properties or Equipment in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Knowledge Properties, except where such violation did not have a Material Adverse Effect on the Premises; and (10) The information and disclosures in the Questionnaires, as amended or supplemented through the date of SellerClosing, other communication that any such Permit will be revokedare true, not re-issued, or materially modified correct and complete in a manner adverse to the Sold Companiesall material respects, and the person or persons executing the Questionnaires and any amendments or supplements thereto were duly authorized to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies do so; and (i11) alleging any violation of or liability under any Environmental Law, or (ii) arising out Each of the presence Lessee Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or release of any substance equivalent state law or material listed, classified regulation) with respect to all petroleum underground storage tanks or regulated by any Governmental Entity storage tank systems (as toxic those terms are defined under 40 C.F.R. Section 280.12 or hazardous, as a pollutant equivalent state law or contaminant, regulation) owned or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at Lessee Parties or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect located on any of them. None of the Sold Companies has assumed or retainedProperties, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernexcept where such noncompliance would not have a Material Adverse Effect.

Environmental. The Sold Companies are (a) Except for any matters that, individually or in material compliance with allthe aggregate, and have would not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written noticehave, or would not reasonably be expected to have a Company Material Adverse Effect, neither the Knowledge Company nor any of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there its Material Subsidiaries is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies subject to: (i) alleging any violation Environmental Law which requires or may require any material work, repairs, construction, change in business practices and operations, or expenditures; or (ii) any written demand or written notice with respect to a breach of or liability under any Environmental LawLaws applicable to the Company or any of its Material Subsidiaries, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of any pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws. (iib) arising out To the knowledge of the presence Company, there is not now on or release in any property presently owned, leased or operated by the Company or any of its Material Subsidiaries, any substance polychlorinated biphenyls (PCBs) used in the Company’s operations in hydraulic oils, electrical transformers or material listedother equipment, classified or regulated by any Governmental Entity except as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could would not reasonably be expected to materially have, or have, individually or in the aggregate, a Company Material Adverse Effect, provided that this representation and adversely affect warranty shall not apply to polychlorinated biphenyls (PCBs) used in the Sold Companies. None Company’s transformers, which polychlorinated biphenyls (PCBs) are being dealt with by the Company in accordance and compliance with all Environmental Laws. (c) To the knowledge of the Sold Companies Company, any asbestos-containing material or presumed asbestos-containing material which is subject to on or affected by any material Order under any Environmental Law or regarding any release part of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently presently owned, leased or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies Company or any of its Material Subsidiaries, as currently configured and operated, is in an acceptable state of repair according to the current standards and practices governing such material, and its presence or condition does not violate any currently applicable Law, other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under than such circumstances or under such conditions violations that could would not reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws have, or to materially and adversely affect any of them. None of the Sold Companies has assumed have, individually or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold aggregate, a Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernMaterial Adverse Effect.

Environmental. The Sold Companies are Except as set forth in material the Questionnaires, other than in De Minimis Amounts or in compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess and comply in all material respects with all, and no Hazardous Materials have not violated in been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, Premises by Debtor or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending its Affiliates or, to the Knowledge best of SellerDebtor's knowledge, threatened against or affecting, the Sold Companies (i) alleging by any violation prior owner of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could Premises which might reasonably be expected to result in material liability any Material Adverse Effect. Except as set forth in the Questionnaires, other than in De Minimis Amounts, no Release or Threatened Release has occurred at or on any of the Premises while in the possession and control of the Debtor and its Affiliates or, to the Sold Companies pursuant to Environmental Laws or to materially best of Debtor's knowledge, while in the possession and adversely affect control of any prior owner of any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could Premises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, the activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any past or ongoing alterations or improvements at each of the Premises, are and have been at all times in compliance with all Environmental Laws, except such non-compliance which would not reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, no further action is required to remedy any Environmental Condition or violation of, or to be in compliance in all material respects with, any Environmental Laws and no lien has been imposed on any of the Properties by any Governmental Authority in connection with any Environmental Condition, the violation or threatened violation of any Environmental Laws or the presence of any Hazardous Materials on or off any of the Premises. There is no pending or, to the Sold Companiesbest of Debtor's knowledge, threatened litigation or proceeding before any Governmental Authority in which any Person alleges the violation or threatened violation of any Environmental Laws or the presence, Release, Threatened Release or placement on or at any of the Premises of any Hazardous Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of any Environmental Laws at, on or in connection with any of the Premises or that there exists a presence, Release, Threatened Release or placement of any Hazardous Materials on or at any of the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operations or activities conducted thereon, or 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 violation or threatened violation of any Environmental Laws or existence of Hazardous Materials relating to any of the Premises or any facilities, operations or activities conducted thereon or any business conducted in connection therewith. Seller FFCA has made available to Buyer all environmental investigations, studies, audits, tests, reviews charged Debtor a fee for the Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or other environmental analyses provide Debtor with any coverage thereunder. The information and disclosures in the possession of Seller Questionnaires are true, correct and related complete in all material respects, FFCA may rely on such information and disclosures, and the Persons executing the Questionnaires were duly authorized to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concerndo so.

Environmental. The Sold Companies are in material compliance with allExcept as disclosed on Schedule 3.13 or Schedule 2.1(c)(I): (a) To Seller's knowledge, there have been, and have not violated in there exist, no events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any material respects anyliability, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, loss or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability expense under any Environmental Law, or form the basis for any Environmental Action, with respect to Seller or WWTI (iiwith respect to the Business) arising out or the Subsidiaries, or any Real Property or property subject to the Leases, which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. None of Seller, WWTI, or any of the presence Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) has received any written notice from any governmental authority or release other person, and to the knowledge of any substance or material listedSeller, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as no such notice has been issued to any other words having Person which indicates the same occurrence or similar meaning existence of events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law or form the basis for any Environmental Action with respect to Seller or WWTI (“Materials of Environmental Concern”with respect to the Business), thatthe Divisions or Subsidiaries (other than any Minority Subsidiary) or the Real Property or property subject to the Leases, in each case which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. (b) No Hazardous Material is being or, to Seller's knowledge, has been, Released on or to any property or facility owned, leased, or operated by Seller or WWTI (with respect to the Business), the Subsidiaries (other than any Minority Subsidiary) or the Divisions in such manner that under clauses any Environmental Law: (i) and would impose liability for damages, investigation, or Response Actions that could reasonably be expected to have a Material Adverse Effect; (ii) would affect the value of the Domestic Assets, Divisions or Subsidiaries (other than any Minority Subsidiary) (or their respective businesses, property or assets) that could reasonably be expected to have a Material Adverse Effect; or (iii) would result in the imposition of a Lien (other than Permitted Exceptions) on the property or assets of the Divisions or Subsidiaries (other than any Minority Subsidiary). No notice of any restriction on present or future use is required to be placed at any Real Property or property subject to a Lease or in any deed to any Real Property, which restriction could reasonably be expected to materially interfere with the continued use of such Real Property or property subject to a Lease in the conduct of normal business operations. (c) No Hazardous Material has been Released at any other site by the Divisions or Subsidiaries (during the period affiliated with Seller and adversely affect excluding Minority Subsidiaries) or by any contractor or agent acting on their behalf during the Sold Companies. None applicable period (including but not limited to any person transporting or distributing Hazardous Materials on behalf of the Sold Companies is subject to Divisions or affected by Subsidiaries, other than any material Order Minority Subsidiary) in such manner that under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andwould impose liability for damages, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storageinvestigation, or disposal of Materials of Environmental Concern)Response Actions, in each case, under such circumstances or under such conditions that which liability could reasonably be expected to result have a Material Adverse Effect. (d) To Seller's knowledge, any underground or aboveground storage tanks and associated piping currently on the Real Property are in material liability to the Sold Companies pursuant to sound condition and have been properly maintained, tested and monitored in compliance with applicable Environmental Laws in all material respects, and no spills or leaks have occurred from or in relation with such tanks and piping on the Real Property or property subject to materially and adversely affect any of them. None of the Sold Companies has assumed a Lease, which spills or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, leaks could reasonably be expected to be material have a Material Adverse Effect. To Seller's knowledge, any tanks on the Real Property or property subject to a Lease which were previously removed from service while such property was controlled by a Division or Subsidiary (while affiliated with Seller and excluding Minority Subsidiaries) have been properly closed, in compliance with all applicable Environmental Laws. With respect to each such tank which has been removed from service or closed, except for instances which would not have a Material Adverse Effect, testing and observations confirm either that there were no spills, leaks or other contamination related to such tanks and associated piping, or that any such contamination has been removed. (e) Seller, WWTI (with respect to the Sold Companies. Seller has made available Business), and the Subsidiaries (other than any Minority Subsidiary) possess all Environmental Approvals required for the conduct of the Business and the operations on, and uses of, the Real Property and property subject to Buyer all environmental investigationsthe Material Leases, studies, audits, tests, reviews or other environmental analyses in the possession manner in which the Business, operations and uses are currently being conducted, except where the failure to do so could not reasonably be expected to materially interfere with such Business, operations or use. Schedule 3.13 sets forth a list of Seller all such Environmental Approvals, identifying the nature thereof. All such Environmental Approvals are in full force and related effect, and each such Environmental Approval is final, any fixed period for appeal or review having elapsed. To the knowledge of Seller, WWTI and the Subsidiaries, no suit, action, proceeding or appeal is pending or threatened to revoke, suspend or materially and adversely modify (except the permitting process at WCAI) any such Environmental Approval. Neither Seller, WWTI, nor any Division or Subsidiary (other than a Minority Subsidiary) has received notice from a Governmental Authority that it is in material violation of any such Governmental Approval. (f) Seller, WWTI (with respect to the current business of Business), the Divisions and Subsidiaries (other than any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Minority Subsidiary) have made all Governmental Filings required under all applicable Environmental Laws” means any applicable Laws and Orders relating with respect to protection the conduct of the environmentBusiness and the operations on, and use of, the Real Property and property subject to the Leases, in the manner in which the Business, operations and use are currently being conducted, expect for such filings, the absence of which could not reasonably be expected to materially interfere with such Business, operations or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernuse.

Environmental. The Sold Companies are in material compliance with all(a) Each Loan Party shall (i) keep all of its Real Property free of any Environmental Liens (other than Permitted Liens), (ii) comply, and have not violated take all commercially reasonable steps to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in any all material respects anyand provide to Agents any documentation of such compliance which the Required Lenders may reasonably request, material Environmental Laws. The Sold Companies possess (iii) maintain and comply in all material respects with allall Governmental Authorizations required under applicable Environmental Laws, and have not violated in (iv) take commercially reasonable steps to prevent any material respects anyRelease of Hazardous Materials from any property owned or operated by any Loan Party, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or except to the Knowledge of Seller, other communication that any extent such Permit will be revoked, release would not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to result in a Material Adverse Effect, (v) ensure that there are no Hazardous Materials on, at or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at migrating from any property currently owned or formerly operated by any of them andLoan Party, except to the Knowledge extent that failure to comply would not reasonably be expected to result in a Material Adverse Effect, (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Seller, no Hazardous Materials or violation of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions Law that could reasonably be expected to result in material liability a Material Adverse Effect, to the Sold Companies pursuant extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of the Required Lenders, provide Agents all data, information and reports generated in connection therewith. (b) The Loan Parties shall promptly (but in any event within ten (10) Business Days) (i) notify Agents in writing (A) if it knows, suspects or believes there may be a material Release in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or to materially and adversely affect from any of them. None part of the Sold Companies has assumed Real Property or retainedany improvements constructed thereon, by contract (B) of any material Environmental Claims asserted against or by operation Environmental Liabilities and Costs of Lawany Loan Party or predecessor in interest or concerning any Real Property, (C) of any liability under failure to comply with Environmental Laws Law in all material respects at any Real Property or regarding that is reasonably likely to result in an Environmental Claim asserted against any release Loan Party, (D) any Loan Party’s discovery of Materials any occurrence or condition on any real property adjoining or in the vicinity of Environmental Concern that, in each case, any Real Property that could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company cause such Real Property or any property part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or facility leased by use thereof under any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means , and (E) any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials notice of Environmental ConcernLien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Required Lenders in relation to any matter pursuant to this Section 5.9(b).

Environmental. The Sold Companies are (a) Except as set forth in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (iSchedule 3.15(a) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) is not and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could would not reasonably be expected to be material to the Sold ADS Business, the ADS Assets, and the ADS Companies. Seller , taken as a whole: (i) the ADS Companies, the ADS Business and the ADS Assets have been operated in compliance with all Environmental Laws and with all ADS Permits issued pursuant to Environmental Laws; (ii) to the extent relating to Environmental Laws, none of the ADS Sellers or the ADS Companies has received any notice of violation relating to the operation of the ADS Assets or the conduct of the ADS Business that is not fully resolved, and there are no non-compliance orders, warning letters, settlement agreements, Orders, Proceedings, investigations or actions pending or in existence that reasonably would result in a Loss; (iii) with respect to the ADS Companies, the ADS Business or the ADS Assets, none of the ADS Sellers or the ADS Companies (A) has received any notice of an alleged or actual Environmental Liability, (B) is identified as or alleged to be, pursuant to Environmental Laws, a responsible or potentially responsible party for any Release of Hazardous Materials, or (C) has Released, treated, stored or disposed of Hazardous Materials at, to or under any real property as would reasonably result in a Loss pursuant to Environmental Laws; and (iv) with respect to the ADS Companies, the ADS Business or the ADS Assets, (x) to the Knowledge of the ADS Sellers, none of the ADS Sellers or the ADS Companies has incurred any liability under any Environmental Laws or (y) except in the ADS Material Contracts or the ADS Assumed Contracts, has assumed any Liability of any other Person arising out of or pursuant to Environmental Laws. (b) The ADS Sellers have provided or otherwise made available to the Buyer all material Phase I, Phase II and similar material environmental investigations, studies, audits, testsreports, reviews or other environmental analyses and assessments concerning the ADS Business and the ADS Assets that are in the possession possession, custody or control of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernADS Sellers.

Environmental. The Sold Companies are (a) Except as could not reasonably be expected to result in material compliance a Material Adverse Change, (i) keep any Real Property free of any Environmental Liens or (ii) post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, in each case, to the extent such Environmental Liens arise from any Environmental Liability of Parents or its Subsidiaries; (b) Except as could not reasonably be expected to result in a Material Adverse Change, comply with allall Environmental Laws and Environmental Permits; obtain and maintain in full force and effect all Environmental Permits; and conduct all actions, and have not violated in any material respects anyincluding Response Actions, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currentlyActions or applicable Environmental Laws, and none in compliance with, the lawful requirements of the Sold Companies has received any written noticeGovernmental Authority and applicable Environmental Laws; (c) Except as could not reasonably be expected to result in a Material Adverse Change, do or cause to be taken all commercially reasonable steps necessary to prevent any Release caused by Parent or any of its Subsidiaries, or any contractor, employee or agent thereof, in, on, under, to the Knowledge of Selleror from any Real Property except in full compliance with applicable Environmental Laws or an Environmental Permit, other communication and (ii) ensure that Parent, any such Permit will Subsidiary, and any contractor, employee or agent thereof, shall not use, store, handle or manage Hazardous Materials in, on, under or from any Real Property except those that are used, stored, handled and managed in compliance with applicable Environmental Laws; (d) Except as could not reasonably be revoked, not re-issued, or materially modified expected to result in a manner adverse to Material Adverse Change, undertake all commercially reasonable actions, including Response Actions, necessary, at the Sold Companies, sole cost and to the Knowledge expense of Seller there is no basis for such written notice Borrower or communication. There are no Actions pending orits Subsidiaries, to the Knowledge of Seller, threatened against or affecting, the Sold Companies address (i) alleging any violation Environmental Action and any obligations thereunder; (ii) any Release at, from or onto any Real Property as required pursuant to Environmental Law or the requirements of any Governmental Authority; and (iii) Environmental Liability; (e) Diligently pursue and use commercially reasonable efforts to cause any Person with an indemnity, contribution or other obligation to any of the Loan Parties or their Subsidiaries relating to any Environmental Action or compliance with or liability under Environmental Law to satisfy such obligations in full and in a timely manner; and shall not amend in any way or waive any or all rights to such obligations without the prior written consent of Agent, which shall not be unreasonably withheld; (f) Upon Agent’s reasonable request, promptly provide to Agent documentation reasonably acceptable to Agent of compliance with items (a) through (e), including, without limitation, within 45 days following a written request of Agent, but no more frequently than once each year unless an Event of Default exists, pursuant to Section 5.12(g) below, or a Default caused by reason of a breach of Sections 4.11 or 5.12 herein, provide Agent with an environmental assessment, including where appropriate and permitted by the applicable lease, any soil and/or groundwater sampling, prepared by an environmental consulting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent; (g) Promptly, but in any event within ten (10) Business Days of its obtaining knowledge thereof, provide Agent with written notice of, and all data, information and reports generated or prepared in connection with, any of the following: (i) an Environmental Lien has been filed or is threatened against the Real Property or any personal property of Parent or its Subsidiaries, (ii) commencement of any material Environmental Action or notice that a material Environmental Action will be filed against Parent or its Subsidiaries, and (iii) any Release or threatened Release in, on, under, at, from or migrating to any Real Property owned, leased or operated by any of Parent or its Subsidiaries that requires reporting by Borrower under any Environmental Law, except as otherwise pursuant to and in compliance with the terms and conditions of an Environmental Permit or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (and not including any facility for report required under the treatmentEmergency Planning and Community Right to Know Act or similar state and local laws, storage(iv) any material non-compliance with, or disposal of Materials of violation of, any Environmental Concern)Law applicable to any Parent, in each caseany Subsidiary, under such circumstances or under such conditions that any Parent’s business and any Real Property, (v) any Response Action which could reasonably be expected to result in a material liability Environmental Liability to Parent or any Subsidiary, (vi) any material notice or other material communication received by any Parent or Subsidiary from any Person or Governmental Authority relating to any material Environmental Liability of Parent or any Subsidiary. Notwithstanding the Sold Companies pursuant to Environmental Laws foregoing, nothing in this Section 5.12 shall require Parent or to materially and adversely affect any of them. None of the Sold Companies has assumed its Subsidiaries to provide any notice or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means communication that would waive any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernprivilege.

Environmental. The Sold Companies are in material compliance with allCompany will, and have not violated will cause each of its Subsidiaries to: (a) use and operate all of its facilities and properties and manage all Hazardous Materials in any material respects any, material Environmental Laws. The Sold Companies possess and comply compliance in all material respects with all, all Environmental Laws and have not violated keep all Environmental Permits material to the operations of the Company or its Subsidiaries in any effect and remain in material respects any, material Permits required compliance therewith. (b) promptly notify the Facility Agent and provide copies of all Environmental Claims alleging that the Company or its Subsidiaries are in non-compliance with or potentially liable under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any where such Permit will be revoked, not renon-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of compliance or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Company incurring Environmental Laws Liabilities in excess of $2,000,000 and promptly cure or to materially have dismissed with prejudice or contest in good faith any actions and adversely affect proceedings relating thereto; (c) in the event of the Release or presence of any Hazardous Material on any of them. None its properties which is in violation of the Sold Companies has assumed or retained, by contract or by operation of any Environmental Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, which could reasonably be expected to be material result in Environmental Liability in excess of $2,000,000, the Company and its Material Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all Remedial Action to mitigate and eliminate any such adverse effect in accordance with and to the Sold Companies. Seller extent required by applicable Environmental Laws, and shall keep the Facility Agent informed of their actions; (d) at the written request of the Facility Agent or the Majority Lenders, which request shall specify in reasonable detail the basis therefor, the Company will provide, at the Company’s sole cost and expense, an environmental site assessment report concerning any property now or hereafter owned or leased by the Company or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Facility Agent, indicating the compliance status of the property under Environmental Law, the presence or absence of Hazardous Materials on, at, under or emanating to or from such Property and the potential cost of any Remedial Action required by Environmental Law, and the nature and status of any Environmental Claim and Environmental Liability, if in each case such request may be made only if (i) there has made available occurred and is continuing an Event of Default or (ii) the Facility Agent or the Majority Lenders reasonably believe that a member of the Group or any such property is not in material compliance with Environmental Law or that circumstances exist that could reasonably be expected to Buyer all form the basis of an Environmental Claim against a member of the Group or to result in Environmental Liability, (in such events as are listed in this subparagraph, the environmental investigations, studies, audits, tests, reviews site assessment shall be focused upon the noncompliance or other environmental analyses circumstances as applicable) provided that the Environmental Liability is in excess of $2,000,000. If the Company fails to provide the same within 90 days after such request was made, the Facility Agent may upon giving notice thereof to the Company order the same, and the Company shall procure that the owner of the relevant property will grant to the Facility Agent and the Majority Lenders and their agents access to such property and specifically grants the Facility Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment, all at the Company’s sole cost and expense; and (e) provide such information and certifications which the Facility Agent may reasonably request from time to time to evidence compliance with this Clause 21.6, provided such requests are limited to information in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernCompany.

Environmental. The Sold Companies are Except as set forth in Section 4.15 of the Seller Disclosure Schedule, (a) the Business has within the past five years been and is in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , (b) the Business possesses and comply is in material compliance with all material respects with all, and have not violated in any material respects any, material Permits Authorizations required under any material Environmental Law for their respective the conduct of its operations as currently, and none of the Sold Companies has received Closing Date, no appeal or any written notice, or other action is pending to the Knowledge of Seller, other communication that revoke any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold CompaniesAuthorization, and to the Knowledge extent required by applicable Environmental Law, the Business has applied in a timely fashion for the renewal of Seller any such Authorizations, (c) there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of the Seller, threatened against or affecting, the Sold Companies (i) Business alleging any a violation of or liability under any Environmental Law, or (iid) arising out of the presence or release Seller has received no written notice of any substance pending unresolved or material listedthreatened violation, classified investigation, request for information or regulated by demand letter relating to the Business in connection with any Governmental Entity as toxic or hazardousEnvironmental Laws, as a pollutant or contaminant, or as any other words having (e) the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies Business is not subject to any judicial or affected by any material Order under any administrative orders, decrees or judgments relating to Environmental Law or regarding Hazardous Substances, (f) neither the Seller, the Business, nor to the Seller’s Knowledge, any release other Person, has, released, discharged, or otherwise disposed, of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at Hazardous Substances on, beneath or adjacent to any property currently or formerly owned, leased or operated by the Business, excluding releases, discharges or disposals that are not reasonably likely to result in a material claim or liability against the Business pursuant to applicable Environmental Laws, (g) to the Seller’s Knowledge, the Business has not disposed or arranged for the disposal of Hazardous Substances at any of them andoff-site location that is reasonably likely to result in a material liability to the Business, (h) the Business is not and within the last five years has not been subject to any personal or bodily injury claims arising from exposure to asbestos or other Hazardous Substances, (i) to the Knowledge of the Seller, no Materials none of Environmental Concern the properties that are otherwise present at currently owned or affecting any property operated by the Sold Companies Business contain any friable asbestos, (j) other than in the ordinary course of business or pursuant to a financing arrangement or agreement or lease agreement, the Business has not entered into any other location (including written agreement that would require it to pay to, reimburse, guarantee, defend, indemnify or hold harmless any facility for the treatmentperson from or against any Liabilities or costs arising out of or related to generation, storagemanufacture, use, transportation or disposal of Materials of Environmental Concern)Hazardous Substance, or otherwise arising in each case, under such circumstances connection with or under such conditions that could reasonably be expected to result in material liability to Environmental Laws, and (k) the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has delivered or made available to Buyer the Purchaser or its representatives all material environmental investigations, studies, auditsreports, tests, reviews or other environmental analyses assessments and audits in the possession of Seller Seller’s possession, custody or control relating to the Owned Real Properties or the Business. The representations and warranties contained in this Section 4.15 are the Seller’s sole and exclusive representations and warranties with respect to matters related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. (A) The Sold Companies Mortgagor represents and warrants that: (i) Mortgagor has obtained all Permits which are necessary with respect to the ownership and lawful operation of the Mortgaged Property under any and all applicable Environmental Laws, except to the extent that the failure to maintain any such Permit would not have a Material Adverse Effect; (ii) Mortgagor is in compliance with all terms and conditions of Environmental Laws, except to the extent that the failure to comply would not have a Material Adverse Effect; (iii) To Mortgagor’s knowledge, there are no Hazardous Materials located on, above or below the surface of the Mortgaged Property or contained in the soil or water constituting such Mortgaged Property (except those that are in material compliance with allall Environmental Laws or where the presence of which would not have a Material Adverse Effect); (iv) To Mortgagor’s knowledge, and no material Release of Hazardous Materials has occurred on, upon or from such Mortgaged Property which have not violated been remediated in any material respects anyaccordance with applicable law, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or except to the Knowledge of Sellerextent the same would not have a Material Adverse Effect; (v) To Mortgagor’s knowledge, other communication the Mortgaged Property has not been used as a landfill or waste disposal site; and (vi) the Mortgaged Property is being owned, occupied and operated by Mortgagor in compliance with all Environmental Laws (except to the extent that the failure to comply would not have a Material Adverse Effect), there are no material breaches thereof (except to the extent that any such Permit will be revoked, breach would not re-issued, or materially modified have a Material Adverse Effect) and no enforcement actions in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There respect thereof are no Actions pending or, to the Knowledge of SellerMortgagor’s knowledge, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), thatMortgagor which, in each case under clauses (i) and (ii)any case, could would be reasonably be expected likely to materially and adversely affect Mortgagor’s ability to perform its obligations under the Sold CompaniesNotes Documents or otherwise materially impair the value of any Mortgaged Property. None Notwithstanding the foregoing, Mortgagor makes no representation or warranty in (i) — (vi) above with respect to any matters existing at the Mortgaged Property as of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None date(s) of the Sold Companies environmental report(s) delivered to Mortgagee with respect to the Mortgaged Property. (B) Mortgagor represents and warrants that to its knowledge no adverse change has released any Materials of Environmental Concern at any property currently or formerly operated by occurred with respect to any of them and, the matters identified in the environmental report(s) delivered to Mortgagee with respect to the Knowledge of SellerMortgaged Property, no Materials of Environmental Concern are otherwise present at except for changes which, individually or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26aggregate, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernwould not have a Material Adverse Effect.

Environmental. The Sold Companies are in material compliance with allExcept as disclosed on Schedule 3.13 or Schedule ------------- -------- 2.1(c)(I): --------- (a) To Seller's knowledge, there have been, and have not violated in there exist, no events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any material respects anyliability, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, loss or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability expense under any Environmental Law, or form the basis for any Environmental Action, with respect to Seller or WWTI (iiwith respect to the Business) arising out or the Subsidiaries, or any Real Property or property subject to the Leases, which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. None of Seller, WWTI, or any of the presence Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) has received any written notice from any governmental authority or release other person, and to the knowledge of any substance or material listedSeller, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as no such notice has been issued to any other words having Person which indicates the same occurrence or similar meaning existence of events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law or form the basis for any Environmental Action with respect to Seller or WWTI (“Materials of Environmental Concern”with respect to the Business), thatthe Divisions or Subsidiaries (other than any Minority Subsidiary) or the Real Property or property subject to the Leases, in each case which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. (b) No Hazardous Material is being or, to Seller's knowledge, has been, Released on or to any property or facility owned, leased, or operated by Seller or WWTI (with respect to the Business), the Subsidiaries (other than any Minority Subsidiary) or the Divisions in such manner that under clauses any Environmental Law: (i) and would impose liability for damages, investigation, or Response Actions that could reasonably be expected to have a Material Adverse Effect; (ii) would affect the value of the Domestic Assets, Divisions or Subsidiaries (other than any Minority Subsidiary) (or their respective businesses, property or assets) that could reasonably be expected to have a Material Adverse Effect; or (iii) would result in the imposition of a Lien (other than Permitted Exceptions) on the property or assets of the Divisions or Subsidiaries (other than any Minority Subsidiary). No notice of any restriction on present or future use is required to be placed at any Real Property or property subject to a Lease or in any deed to any Real Property, which restriction could reasonably be expected to materially interfere with the continued use of such Real Property or property subject to a Lease in the conduct of normal business operations. (c) No Hazardous Material has been Released at any other site by the Divisions or Subsidiaries (during the period affiliated with Seller and adversely affect excluding Minority Subsidiaries) or by any contractor or agent acting on their behalf during the Sold Companies. None applicable period (including but not limited to any person transporting or distributing Hazardous Materials on behalf of the Sold Companies is subject to Divisions or affected by Subsidiaries, other than any material Order Minority Subsidiary) in such manner that under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andwould impose liability for damages, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storageinvestigation, or disposal of Materials of Environmental Concern)Response Actions, in each case, under such circumstances or under such conditions that which liability could reasonably be expected to result have a Material Adverse Effect. (d) To Seller's knowledge, any underground or aboveground storage tanks and associated piping currently on the Real Property are in material liability to the Sold Companies pursuant to sound condition and have been properly maintained, tested and monitored in compliance with applicable Environmental Laws in all material respects, and no spills or leaks have occurred from or in relation with such tanks and piping on the Real Property or property subject to materially and adversely affect any of them. None of the Sold Companies has assumed a Lease, which spills or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, leaks could reasonably be expected to be material have a Material Adverse Effect. To Seller's knowledge, any tanks on the Real Property or property subject to a Lease which were previously removed from service while such property was controlled by a Division or Subsidiary (while affiliated with Seller and excluding Minority Subsidiaries) have been properly closed, in compliance with all applicable Environmental Laws. With respect to each such tank which has been removed from service or closed, except for instances which would not have a Material Adverse Effect, testing and observations confirm either that there were no spills, leaks or other contamination related to such tanks and associated piping, or that any such contamination has been removed. (e) Seller, WWTI (with respect to the Sold Companies. Seller has made available Business), and the Subsidiaries (other than any Minority Subsidiary) possess all Environmental Approvals required for the conduct of the Business and the operations on, and uses of, the Real Property and property subject to Buyer all environmental investigationsthe Material Leases, studies, audits, tests, reviews or other environmental analyses in the possession manner in which the Business, operations and uses are currently being conducted, except where the failure to do so could not reasonably be expected to materially interfere with such Business, operations or use. Schedule 3.13 sets forth a list of Seller all such Environmental Approvals, ------------- identifying the nature thereof. All such Environmental Approvals are in full force and related effect, and each such Environmental Approval is final, any fixed period for appeal or review having elapsed. To the knowledge of Seller, WWTI and the Subsidiaries, no suit, action, proceeding or appeal is pending or threatened to revoke, suspend or materially and adversely modify (except the permitting process at WCAI) any such Environmental Approval. Neither Seller, WWTI, nor any Division or Subsidiary (other than a Minority Subsidiary has received notice from a Governmental Authority that it is in material violation of any such Governmental Approval. (f) Seller, WWTI (with respect to the current business of Business), the Divisions and Subsidiaries (other than any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Minority Subsidiary) have made all Governmental Filings required under all applicable Environmental Laws” means any applicable Laws and Orders relating with respect to protection the conduct of the environmentBusiness and the operations on, and use of, the Real Property and property subject to the Leases, in the manner in which the Business, operations and use are currently being conducted, expect for such filings, the absence of which could not reasonably be expected to materially interfere with such Business, operations or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernuse.

Environmental. The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations (a) Except as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (iset forth on Schedule 3.08(a) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are as otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could would not reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigationsPurchased Business or materially delay or impair any of the transactions contemplated hereby: (i) since January 1, studies2013, auditsno written notice, testsorder, reviews request for information, complaint or other environmental analyses in the possession communication or penalty has been received by any Seller or any of Seller and related its Affiliates with respect to the current business compliance of the Purchased Business or the Purchased Assets with any Sold Company Environmental Laws or liability under any Environmental Laws, and there are no Actions (including any water audits) pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business or the Purchased Assets of or under any Environmental Law; and (ii) the Purchased Business and the Purchased Assets are and, since January 1, 2013, have been in compliance with all applicable Environmental Laws. (b) No Seller or any property of its Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or facility leased by any Sold Company since August 26disposed of Hazardous Materials on or beneath the Purchased Assets, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of or from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or protection disposed of human health in the ordinary course of business, in material compliance with Environmental Laws and safety so as would not reasonably be expected to require any material remediation, investigation or other response action pursuant to Environmental Law. (c) Without in any way limiting the generality of the foregoing, to the Knowledge of the Sellers, (i) other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of such tanks, located on any Purchased Asset are specifically identified on Schedule 3.08(c), (ii) other than as contained substances in quantities not regulated by Environmental Law, all former underground storage tanks have been removed from or closed in place at the Purchased Assets in compliance with Applicable Law and those removed or closed in place since January 1, 2013 are listed on Schedule 3.08(c), (iii) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule 3.08(c), (iv) with respect to the Purchased Assets, there are no underground injection ▇▇▇▇▇, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, other than as have been used in the ordinary course of business, in compliance in all material respects with all Environmental Laws, and as would not reasonably be affected expected to require any material remediation or investigation pursuant to Environmental Law and (v) none of the Purchased Assets have any associated acid mine drainage that constitutes a violation or could reasonably be expected to give rise to material liability under Environmental Law. (d) Schedule 3.08(d) sets forth a true, complete and accurate list of all consent decrees, decisions, judgments, settlements, consent orders, stipulations, decrees or similar orders (“Consent Decrees”) issued, entered or executed by exposure a Governmental Authority pursuant to Materials Environmental Law and (i) by which any Seller or any of Environmental Concernits Affiliates is bound or is a party, or (ii) with respect to which any Purchased Asset is subject. The Sellers and their Affiliates are, and since January 1, 2013 have been, in compliance in all material respect with all such Consent Decrees. Since January 1, 2013, no Seller or any of its Affiliates has received an written notification, or to the Knowledge of Seller any other notice, from any Governmental Authority alleging any violation or noncompliance with any such Consent Decree.

Environmental. The Sold Companies are (a) To the knowledge of the Company, neither the Company nor any of its Subsidiaries: (i) is required pursuant to any Environmental Law to perform any material work, repairs, construction, change in material business practices and operations, or expenditures in order to achieve or remain in compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies ; or (ii) has received any written notice, demand or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, with respect to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation a material breach of or liability under any Environmental LawLaws applicable to the Company or any of its Subsidiaries, including, any regulations respecting the use, storage, treatment, transportation, or disposition of any pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws. (iib) arising out To the knowledge of the presence Company, except as disclosed in the Company Disclosure Letter, there is not now on or release in any property presently owned, leased or operated by the Company or any of its Subsidiaries, any substance polychlorinated biphenyls (PCB) used in the Company’s operations in hydraulic oils, electrical transformers or material listedother equipment, classified or regulated by any Governmental Entity except as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could would not reasonably be expected to materially and adversely affect have, or have, individually or in the Sold Companies. None aggregate, a Company Material Adverse Effect. (c) To the knowledge of the Sold Companies Company, except as disclosed in the Company Disclosure Letter, any asbestos-containing material or presumed asbestos- containing material which is subject to on or affected by any material Order under any Environmental Law or regarding any release part of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently presently owned, leased or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies Company or any of its Subsidiaries, as currently configured and operated, is in an acceptable state of repair according to the current standards and practices governing such material, and its presence or condition does not violate any currently applicable Law, other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under than such circumstances or under such conditions violations that could would not reasonably be expected to result have, individually or in material liability the aggregate, a Company Material Adverse Effect. (d) To the Company’s knowledge: (i) there are no underground or above ground storage tanks that are or were located on real property currently owned or leased by the Company; and (ii) no part of such currently owned or leased property, including the groundwater located therein is presently contaminated by any substance, chemicals or materials in excess of applicable criteria under Environmental Laws. (e) Neither the Company nor any of its Subsidiaries is required to hold any permits or approvals under Environmental Laws. (f) To the knowledge of the Company, there are no facts that could trigger an obligation to pay or incur any costs or expenses or other liabilities relating to matters pertaining to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business Environment as part of any Sold lease obligations for the real properties that the Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernits Subsidiaries currently lease.

Environmental. The Sold Companies are To the knowledge of K▇▇▇▇▇, except as is set out in the K▇▇▇▇▇▇ Disclosure Letter, each of K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries and their respective businesses, operations and properties: (i) is in material compliance with all, all Environmental Laws and have all terms and conditions of all Environmental Approvals; (ii) has not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written noticeorder, request or to the Knowledge notice from any Person alleging a material violation of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies Environmental Law; (iii) (i) alleging is not a party to any violation of litigation or liability under administrative proceeding, nor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Environmental Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Environmental Release of any Hazardous Substances, (ii) arising out of the presence or release has no knowledge 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”), that, in each case under clauses (i) and (ii), conditions existing currently which could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject it to damages, penalties, injunctive relief or affected by any material Order cleanup costs under any Environmental Law or regarding which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any release judgment, decree, order or citation related to or arising out of Materials applicable Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Law; (iv) is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Concern. None Release of Hazardous Substances, that would reasonably be expected to result in any material environmental liabilities; (v) K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, as currently operated, and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither K▇▇▇▇▇ nor any of the Sold Companies K▇▇▇▇▇ Subsidiaries has released received any Materials 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 Concern at Laws, or any property currently Environmental Approvals issued pursuant thereto, or formerly operated that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vi) there are no changes in the status, terms or conditions of any Environmental Approvals held by K▇▇▇▇▇ or any of them the K▇▇▇▇▇ 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 K▇▇▇▇▇ or any of the K▇▇▇▇▇ Subsidiaries following the Effective Date; (vii) K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries have made available to PMI all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and, (viii) to the Knowledge knowledge of SellerK▇▇▇▇▇, no Materials none of Environmental Concern K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries are otherwise subject to any past or present at fact, condition or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions circumstance that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect under any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. (a) The Sold Companies Contributed Operating Entities are and have been in material compliance with all applicable Environmental Laws, and no Contributors or Contributed Operating Entities have received any communication from any Governmental Authority or other party alleging that any Contributed Operating Entity or any facility owned, operated, or subject to development by any Contributed Operating Entity is not in material compliance with or has material liability under, or requesting any information pursuant to, applicable Environmental Laws, including any new source review requirements under the Federal Clean Air Act or state analogue thereto, in each case except as would not reasonably be expected to, individually or in the aggregate (as to all of the Contributed Operating Entities), (i) as of the date hereof, result in damages in excess of $20,000,000, or (ii) as of the Closing Date have a LS MAE; (b) Each Contributed Operating Entity has obtained and possesses all material Permits required under any Environmental Law, including all air emissions authorizations and allowances, wastewater and stormwater discharge authorizations, and water rights and use requirements (collectively, the “Environmental Permits”) necessary for the construction and operation of its facilities or the conduct of its business, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority and, to the Contributors’ knowledge, such approval will be forthcoming without significant modification, and the Contributed Operating Entities are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, terms and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none conditions of the Sold Companies has received any written noticeEnvironmental Permits and applications; (c) Except as would not reasonably be expected to have, individually or in the aggregate (as to all of the Knowledge Contributed Operating Entities), (i) as of Sellerthe date hereof, other communication that any such Permit will be revokedresult in damages in excess of $20,000,000 or (ii) as of the Closing Date, not re-issuedhave a LS MAE, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions material Environmental Claim (i) pending or, to the Knowledge of SellerContributors’ knowledge, threatened against any Contributed Operating Entity or affectingotherwise adversely affecting any real or personal property that any Contributed Operating Entity owns, leases or uses, in whole or in part, including any off-site facility used by any Contributed Operating Entity for the Sold Companies treatment, storage and disposal of any Hazardous Material; and (d) Except as would not reasonably be expected to have, individually or in the aggregate (as to all of the Contributed Operating Entities), (i) alleging as of the date hereof, result in damages in excess of $20,000,000 or (ii) as of the Closing Date, have a LS MAE, there has been no material Release by any violation Contributed Operating Entity of any Hazardous Material that has formed or would reasonably be expected to form the basis of (i) any material Environmental Claim against any Contributed Operating Entity or against any person whose liability under any Environmental Lawfor such claim the Contributed Operating Entities has or may have retained or assumed, either by operation of Law or by Contract, or (ii) arising out of any requirement pursuant to applicable Environmental Law on the presence or release part of any substance or Contributed Operating Entity to undertake 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 Remedial Action. (“Materials of Environmental Concern”), that, in each case under clauses (ie) and (ii), could reasonably be expected No claims for indemnification have been made with respect to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of Claims under the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially purchase and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews sale agreement or other environmental analyses in the possession of Seller and related acquisition agreement with respect to the current business any Contributor acquisition of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernContributed Operating Entity.

Environmental. Except as disclosed in the Applicable Dynegy Disclosures: (a) The Sold Companies Dynegy Entities are and have been in material compliance with all applicable Environmental Laws, and no Dynegy Entity has received any communication from any Governmental Authority or other party alleging that any Dynegy Entity or any facility owned, operated, or subject to development by any Dynegy Entity is not in material compliance with or has material liability under, or requesting any information pursuant to, applicable Environmental Laws, including any new source review requirements under the Federal Clean Air Act or state analogue thereto, in each case except as would not reasonably be expected to, individually or in the aggregate (as to all of the Dynegy Entities), (i) as of the date hereof, result in damages in excess of $20,000,000, or (ii) as of the Closing Date have a Dynegy MAE; (b) Each Dynegy Entity has obtained and possesses all material Environmental Permits necessary for the construction and operation of its facilities or the conduct of its business, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority and to Dynegy’s knowledge, such approval will be forthcoming without significant modification, and the Dynegy Entities are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, terms and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none conditions of the Sold Companies has received any written noticeEnvironmental Permits and applications; (c) Except as would not reasonably be expected to, individually or in the aggregate (as to all of the Dynegy Entities), (i) as of the date hereof, result in damages in excess of $20,000,000, or to (ii) as of the Knowledge of SellerClosing Date have a Dynegy MAE, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions material Environmental Claim pending or, to the Knowledge knowledge of SellerDynegy, threatened against any Dynegy Entity or affectingotherwise adversely affecting any real or personal property that any Dynegy Entity owns, leases or uses, in whole or in part, including any off-site facility used by any Dynegy Entity for the Sold Companies treatment, storage and disposal of any Hazardous Material; and (d) Except as would not reasonably be expected to, individually or in the aggregate (as to all of the Dynegy Entities), (i) alleging any violation as of or liability under any Environmental Lawthe date hereof, result in damages in excess of $20,000,000, or (ii) arising out as of the presence or release Closing Date have a Dynegy MAE, there has been no material Release by any Dynegy Entity of any substance Hazardous Material that has formed 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”), that, in each case under clauses (i) and (ii), could would reasonably be expected to materially and adversely affect form the Sold Companies. None basis of the Sold Companies is subject to or affected by (i) any material Order under Environmental Claim against any Environmental Law Dynegy Entity or regarding against any release of Materials of Environmental Concern. None of the Sold Companies person whose liability for such claim any Dynegy Entity has released any Materials of Environmental Concern at any property currently or formerly operated by any of them andmay have retained or assumed, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or either by operation of LawLaw or by Contract, or (ii) any liability under requirement pursuant to applicable Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to Law on the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business part of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating Dynegy Entity to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernundertake material Remedial Action.

Environmental. (a) The Sold Companies are in material compliance with all, Borrower and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies its Subsidiaries (i) alleging are in compliance with any violation of or liability under any Environmental Lawand all applicable federal, or (ii) arising out of the presence or release of any substance or material listedstate, 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”), that, in each case under clauses (i) local and (ii), could reasonably be expected to materially foreign laws and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, regulations relating to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Borrower and its Subsidiaries, taken as may be affected by exposure to Materials a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum; except as set forth in the Offering Memorandum, neither the Borrower nor any of its Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. (b) The Borrower has reasonably concluded that the costs and liabilities associated with the effect of Environmental ConcernLaws on the business, operations and properties of the Borrower and its Subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval under Environmental Laws, any related constraints on operating activities imposed by Environmental Laws and any potential liabilities to third parties under Environmental Laws) would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Borrower and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum.

Environmental. The Sold Companies are in material compliance with allComply, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for cause each of their respective operations as currentlySubsidiaries to comply, with the requirements of all Environmental Laws and none of the Sold Companies has received any written notice, or provide to the Knowledge of SellerLender all documentation in connection with such compliance that the Lender may reasonably request; and not cause or permit the Collateral or any property or facility owned, other communication that operated or occupied by the Borrowers or their Subsidiaries to be used for any such Permit will be revokedactivities involving, not re-issued, directly or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affectingindirectly, the Sold Companies (i) alleging any violation of or liability under any Environmental Lawuse, or (ii) arising out of the presence or release of any substance or material listedgeneration, 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, release or disposal of Materials any Hazardous Materials, except in compliance with applicable Laws and except where instances of non-compliance with the requirements of all Environmental Concern)Laws or the use of the Collateral or any property or facility owned, operated or occupied by the Borrowers or their Subsidiaries for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any Hazardous Materials, individually or in each casethe aggregate, under such circumstances or under such conditions that would not result in and could not reasonably be expected to result in material liability a Material Adverse Effect. On behalf of the Borrowers and their Subsidiaries, the Borrowers hereby agree to defend, indemnify, and hold harmless the Sold Companies pursuant to Lender, its employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities (including strict liability), settlements, damages, costs, or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) and Environmental Laws Liabilities and Costs arising out of (i) any Release, or to materially and adversely affect threatened Release on any property presently or formerly owned or occupied by any of them. None the Borrowers or their Subsidiaries (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by the Borrowers or their respective Subsidiaries, (ii) any violation of Environmental Laws, (iii) any Environmental Actions, (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, generated, transported or deposited by the Borrowers or their respective Subsidiaries (or any predecessor in interest or title), and/or (v) the breach of any representation or warranty made by the Borrowers in Section 7.14 hereof or the breach of any covenant made by any of the Sold Companies has assumed Borrowers or retained, by contract their Subsidiaries in this Section 8.08. This Environmental Indemnity shall survive the repayment of the Obligations and discharge or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to any security interest granted under the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental ConcernLoan Documents.

Environmental. The Sold Companies are Except as set forth in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none Section 6.01(r) of the Sold Companies Disclosure Schedule: (i) Neither the Company nor any of its subsidiaries has received any written noticenotice of, or to the Knowledge knowledge of Sellerthe Company is subject to, other communication that any such Permit will be revokedpending or threatened action, not recause of action, claim or investigation alleging liability under or non-issuedcompliance with any applicable federal, state or materially modified in a manner adverse local laws or regulations relating to pollution or the Sold Companiesprotection of human health or the environment ("Environmental Laws"), and to the Knowledge of Seller there is no basis except for such written notice actions, causes of action, claims or communication. There investigations which, individually or in the aggregate, are no Actions pending or, not reasonably likely to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or have a Material Adverse Effect. (ii) arising out To the knowledge of the presence Company, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any substance kind (collectively, "Release") on, beneath, above or material listedinto any of the real property currently owned, classified leased or regulated operated by the Company or any of its subsidiaries (collectively, the "Current Property"), or any of the real property formerly owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Former Property"), of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including without limitation crude oil or any fraction thereof) or solid wastes, including without limitation those defined in any Environmental Law ("Hazardous Materials"), except for any Releases which have been investigated and cleaned up and which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (iii) Neither of the Company nor any of its subsidiaries has been identified as a potentially responsible party at a site listed in the National Priorities List. (iv) To the knowledge of the Company, no Current Property is or ever has been used by the Company, and no Former Property was used by the Company during the Company's or any of its subsidiaries' period of ownership or operation thereof, or by any Governmental Entity other person or entity under the Company's control for the storage, disposal, generation, manufacture, refinement, transportation, production or treatment of any Hazardous Materials in such a manner as toxic or hazardousto require a permit under the Resource Conservation and Recovery Act, as a pollutant or contaminant42 U.S.C. ss. 6901, or as any other words having et seq. (v) To the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None knowledge of the Sold Companies is subject to Company, there are no underground storage tanks, injection ▇▇▇▇▇ or affected by landfills located on the Current Property, and there are no asbestos-containing materials or polychlorinated biphenyls (PCBs) located on the Current Property in such form, quantities or condition which create any material Order unpaid liability or obligation of the Company or any of its subsidiaries under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any Sold Company since August 26, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies (a) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (i) since January 1, 2013, the Company and its Subsidiaries have been and are in material compliance with all, and have not violated in any material respects any, material all applicable Environmental Laws. The Sold Companies possess , including possessing and comply in complying with the terms of all material respects with all, and have not violated in any material respects any, material Company Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller currently conducted under applicable Environmental Laws; (ii) (A) there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Sellerthe Company, threatened Proceeding pursuant to or relating to any Environmental Law against the Company or affectingany of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Sold Companies (i) alleging Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and (C) none of the Company or any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; (iii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (iv) neither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (b) The Company has delivered or otherwise made available for inspection to the Parent copies of any material reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other documents in the possession of or reasonably available to the Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; (ii) arising out of the presence any Hazardous Materials in, on, beneath or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected adjacent to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly owned, operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated leased by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property of its Subsidiaries; or facility leased by (iii) the Company’s or any Sold Company since August 26, 2011. As used herein, “of its Subsidiaries’ compliance with applicable Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concern.

Environmental. The Sold Companies (i) TransGlobe and its Subsidiaries have been since January 1, 2019 and are in material compliance with all, and have not violated in any material respects any, material all Environmental Laws. The Sold Companies possess , except such non-compliance as has not had and comply would not reasonably be expected to, individually or in all material respects with allthe aggregate, and have not violated a TransGlobe Material Adverse Effect. (ii) There have been no Releases in any material respects any, material Permits required under any material violation of Environmental Law for their respective operations as currently, and none of Laws within the Sold Companies has received any written notice, current or to the Knowledge knowledge of SellerTransGlobe, other communication prior ownership, possession or control of either of TransGlobe or its Subsidiaries that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Sold Companies, and to the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or 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”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could would reasonably be expected to result in material liability to a claim, notice, complaint, penalty, prosecution or any other judicial or administrative proceeding arising out of any Environmental Laws against TransGlobe or any of its Subsidiaries, that have not had, or would not reasonably be expected to, individually or in the Sold Companies pursuant aggregate, have a TransGlobe Material Adverse Effect. (iii) There are no pending claims, notices, complaints, penalties, prosecutions or any other judicial or administrative proceedings issued against TransGlobe or any of its Subsidiaries arising out of any Environmental Laws, except for any such claims that has not had and would not reasonably be expected to, individually or in the aggregate, have a TransGlobe Material Adverse Effect. (iv) To the knowledge of TransGlobe, there has not been: (A) any written Order that remains outstanding which relates to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could that would reasonably be expected to be material to the Sold Companies. Seller has made available to Buyer all environmental investigationsto, studies, audits, tests, reviews individually or other environmental analyses in the possession of Seller and related aggregate, have a TransGlobe Material Adverse Effect; or (B) any written demand or notice that remains outstanding with respect to the current business a material breach of any Sold Company Environmental Law in each case applicable to TransGlobe or any property of its Subsidiaries, except as has not had and would not reasonably be expected to, individually or facility leased by any Sold Company since August 26in the aggregate, 2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or protection of human health and safety as may be affected by exposure to Materials of Environmental Concernhave a TransGlobe Material Adverse Effect.