Common use of Environmental Clause in Contracts

Environmental. To the knowledge of any member of the Caza Group: (i) no member of the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.

Environmental. To the knowledge of any member of the Caza Group: (i) no member Except as set forth on Schedule 3.01(p)(i) of the Caza Group Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is in no material violation of any Laws, Environmental Law or other material Liability arising under any Environmental Law with respect to environmental, health the Projects or safety matters (collectively, "Environmental Laws");the Land. (ii) each member There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Caza Group Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed received written notice from any Governmental Authority of all waste and contaminants any material violation of any Environmental Law in compliance with Environmental Laws;respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any Schedule 3.01(p)(iii) of the real property owned or leased by Disclosure Schedules sets forth, as of the Caza Group at any time; (iv) there have been no releasesExecution Date, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding all material Permits required pursuant to any Environmental Laws relating Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business or assets of the Caza Group; (viAcquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) each member of the Caza GroupDisclosure Schedules, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates such Permits have been obtained in a timely manner and regulatory approvals required under any Environmental Laws in connection with the operation of its business as are presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are maintained in full force and effect and no member in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Caza Group has notice of any circumstances that may lead Disclosure Schedules, to the revocationKnowledge of Seller, cancellation there has been no Release of Hazardous Substances at or curtailment from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the same; and (vii) full and accurate particulars Land or the business of orthe 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 that would be reasonably expected to result in a material liability or interfere materially with the case of a documentdevelopment, a copy of all environmental construction, ownership or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and which documents that are in the possession of Seller or control of any member of the Caza Group as of the date hereof have been disclosed in writing Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the InvestorProjects or the Land.

Environmental. To the knowledge of any member of the Caza Group: Within ten (i10) no member of the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of days after the date hereof, holds all licensesBuyer may cause to be commenced a study and report (the "Phase I") to be prepared and completed prior to the Due Diligence Deadline describing the presence, permitsif any, consentsof any toxic or hazardous substances and/or materials including, approvalsbut not limited to, agreementsthe existence of any underground storage tanks and/or asbestos located in, certificates under or about each of the Assumed Lease Stores and regulatory approvals required under the Owned Stores by one or more environmental engineering firms acceptable to Buyer ("Buyer's Environmental Consultant"). Such reports shall conform to American Society for Testing Materials Standard E1527-05 for Phase I. If recommended by any Environmental Laws Phase I, Buyer shall have thirty (30) days following its receipt of the Phase I to cause a Phase II Assessment to be completed (the "Phase II"). If a Phase II is not affirmatively recommended in the Phase I or if Buyer does not cause a Phase II to be completed within the timeframe set forth above, Seller shall have no further obligations to provide access to Buyer in connection with environmental studies and due diligence under this Section 7.06 as to such Assumed Lease Stores or the operation Owned Stores. If any toxic or hazardous substance or materials, asbestos, lead containing materials or underground storage tanks is disclosed by any Phase I or Phase II as to which (i) Remediation (defined below) is required by Environmental Law to be performed by Seller (or if the transaction closes, would be required to be performed by Buyer) then Seller shall, within (5) days after receipt of notice from Buyer thereof, inform Buyer if Seller, in its business as presently conducted sole discretion, shall commence and diligently pursue the removal, remediation or disposal of any such toxic or hazardous substance or material, asbestos, lead containing materials or underground storage tanks in the manner required by Environmental Law ("Remediation"). If Seller, in its sole discretion, is unwilling or unable to perform such Remediation, Buyer will notify Seller within five (5) days from the expiration of such period to state whether Buyer will: (a) elect to waive any such environmental condition and the ownership Remediation related thereto, release Seller from any obligation or liability for the environmental condition and use of its assets the Remediation related thereto, and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member complete the acquisition of the Caza Group has notice of any circumstances that may lead to the revocationPurchased Assets in accordance with this Agreement, cancellation or curtailment of any of the same; and (viib) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorterminate this Agreement.

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not be a Material Adverse Change with respect to IsoTis: (i) no member all facilities and operations of IsoTis and the Caza Group is IsoTis Subsidiaries have been conducted, and are now, in violation of any Laws, compliance with respect to environmental, health or safety matters (collectively, "all Environmental Laws");, (ii) each member of IsoTis and the Caza Group has operated its business at all times IsoTis Subsidiaries are in possession of, and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws;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 permitted by set forth in Schedule G, neither IsoTis nor any IsoTis Subsidiary is aware of, or is subject to: (A) any Environmental LawsLaws which require or may require any significant work, there have been no spillsrepairs, releasesconstruction, deposits change in business practices or discharges of hazardous operations, or toxic substancesexpenditures, contaminants including capital expenditures, for facility upgrades, environmental investigation or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any timeremediation; (ivB) there have been no releasesany written demand, deposits notice or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating request for information with respect to the business breach of or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required liability under any Environmental Laws 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 any review by, or approval of, any Governmental Entity of such IsoTis Environmental Permits that are required in connection with the operation execution or delivery of its business as presently conducted and this Agreement, the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member consummation of the Caza Group has notice transactions contemplated hereby or the continuation of business of IsoTis or any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorIsoTis Subsidiaries following such consummation.

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have a Mountain Material Adverse Effect: (i) no member all facilities and operations of the Caza Group Mountain have been conducted, and are now, in material compliance with all Environmental Laws; (ii) Mountain is in violation possession of, and in compliance with, all Environmental Permits that are required to conduct its business as it is now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any Lawscurrently or formerly owned, with leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Mountain and, to the knowledge of Mountain, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) Mountain is not subject to any proceeding, application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generatedwhich may require any material work, receivedrepairs, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits construction or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsexpenditures; (v) to the knowledge of Mountain, there are no orderschanges in the status, directions, demands terms or notices have been threatened or have been issued and remain outstanding pursuant to conditions of any Environmental Laws relating to Permits held by Mountain or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business or assets of Mountain following the Caza GroupEffective Date; (vi) each member Mountain has made available to ▇▇▇▇▇▇▇ all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; (vii) to the knowledge of the Caza GroupMountain, as of the date hereofMountain is not subject to any past or present fact, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licensesaggregate, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameconstitute a Mountain Material Adverse Effect; and (viiviii) full to the knowledge of Mountain, the mining operations at the Project, have been, conducted in compliance in all material respects with applicable Laws and accurate particulars Environmental Laws. To the knowledge of orMountain, in the case of a documentOperator is not under any investigation with respect to, a copy of all environmental has not been charged or health threatened to be charged with, and safety assessmentshas not received notice of, audits, reviews any material violation or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations potential material violation of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorLaw.

Environmental. (a) Each of the Company and its Subsidiaries is in material compliance with all Environmental Laws, which compliance includes the possession and maintenance, in full force and effect, by the Company and its Subsidiaries of material permits, licenses, registrations, approvals 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 or is subject to any proceeding with respect to, any material Environmental Claims against the Company or any Subsidiary, and to the knowledge of the Company, no such Environmental Claims have been threatened and no investigations with respect to any such Environmental Claims are pending. Except with respect to matters that have been fully resolved, neither the Company nor any of its Subsidiaries has received written notice that the Company or any of its Subsidiaries has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ (1986) or with respect to any other site undergoing Cleanup at which any Hazardous Materials which the Company or any of its Subsidiaries generated, transported or disposed of have been found. (c) To the knowledge of any member of the Caza Group: Company, (i) no member with respect to the real property currently owned, leased or operated by the Company or any of its Subsidiaries (and, to the actual knowledge of the Caza Group is in violation persons listed under the definition of any Laws“knowledge” herein, with no duty of inquiry, with respect to environmentalany real property formerly owned, health leased or safety matters (collectively, "Environmental Laws"operated by the Company or any of its Subsidiaries); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits material Releases of Hazardous Materials that require a Cleanup or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or would otherwise result in any material liability to the Company or any of its Subsidiaries under any Environmental Law, (ii) no underground tank or other underground storage receptacle for Hazardous Materials is located on the real property owned currently owned, leased or leased operated by the Caza Group at Company or any time; of its Subsidiaries; and (iviii) there the Company and its Subsidiaries have been no releases, deposits or discharges, complied in violation all material respects with the requirements of Environmental LawsLaw regarding the generation, use, transportation and disposal of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorHazardous Materials.

Environmental. To the knowledge of any member of the Caza Group: (i) no member of the Caza Group is in violation of any Laws, with respect Company will provide to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed Agents copies of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or notices received from or under required to be made to (when sent) any Governmental Authority (other than notices routinely received or submitted in the ordinary course of business) relating to the release or threatened release of Hazardous Substances by Company or any Subsidiary in connection with any of the real assets or properties of Company or the Subsidiaries that is reportable under CERCLA or any other Environmental Law now or hereafter in effect (other than those reportable releases that do not and will not involve substantial fines, penalties on part of Company, any Subsidiary or any predecessors thereto). COMPANY AGREES TO INDEMNIFY AND HOLD BANKS HARMLESS, FROM AND AGAINST ANY AND ALL FINES, PENALTIES, CLEANUP COSTS AND ASSESSMENTS LEVIED BY ANY GOVERNMENTAL AUTHORITY, TOGETHER WITH ALL CLAIMS, LIABILITIES, CAUSES OF ACTION, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS BUT EXCLUDING CLAIMS, LIABILITIES, ETC. ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY BANK), NOW EXISTING OR HEREAFTER ARISING, ASSERTED AGAINST OR INCURRED BY BANKS ARISING OUT OF OR IN CONNECTION WITH THE PRESENCE, STORAGE, DISCHARGE, USE, DISPOSAL, TRANSPORTATION OR REMEDIATION OF ANY HAZARDOUS SUBSTANCES (AS DEFINED IN CERCLA) ON OR ABOUT ANY OF THE ASSETS OR PROPERTIES OF COMPANY AND THE SUBSIDIARIES IN VIOLATION OF ANY ENVIRONMENTAL LAWS AFFECTING ANY OF THE ASSETS OR PROPERTIES OF COMPANY OR THE SUBSIDIARIES. THIS INDEMNITY SHALL SURVIVE THE PAYMENT IN FULL OF THE OBLIGATION. Prior to acquiring any property owned or leased by asset (including the Caza Group at purchase of any time; (iv) there have been no releasesassets permitted under Section 9.13 hereof), deposits Company shall review the effect of Environmental Laws on the property or dischargesasset to be acquired, and based upon such review, Company shall not acquire such property or asset if Company would become liable for any then existing breach or violation, in violation of Environmental Lawsany material respect, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business affecting such property or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorasset.

Environmental. To With respect to the knowledge Packaged Gas Business and all operations conducted by Seller or its Affiliates on the Owned Real Property, the Leased Real Property and the real property that is subject to the Site Licenses (to the extent related to the Purchased Assets, and excluding in any event the Seller's sites at Marlborough, MA, Phoenix, AZ, Shakopee, MN, Mountain View, CA and Iselin, NJ with the exception of any member Purchased Equipment on such sites included in the definition of the Caza GroupPurchased Assets), except as set forth in Schedule 5.10: (ia) no member of the Caza Group is Packaged Gas Business, the Purchased Assets and the Leased Real Property are in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants material respects in compliance with Environmental Laws; (iiib) except since January 1, 2000, the Seller has not received from any Governmental Body written notice of any action, suit, demand, claim, investigation or other legal proceeding pursuant to an Environmental Law where the potential liability could be reasonably expected to exceed $100,000; (c) there are no pending actions or proceedings of which the Seller has received written notice, or to the Knowledge of the Seller, threatened actions, suits, demands, claims, investigations or other legal proceedings pursuant to an Environmental Law; (d) there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body pursuant to an Environmental Law where the potential liability could be reasonably expected to exceed $100,000; (e) the Seller is not in material default of any order, judgment, injunction, award or decree of any Governmental Body pursuant to an Environmental Law; (f) the Seller has obtained and is in material compliance with all Environmental Permits necessary for the operation of the Packaged Gas Business and the Purchased Assets as permitted currently conducted by Environmental Lawsthe Seller; (g) to the Knowledge of the Seller, there have been is no spillsCondition on, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of about the Owned Real Property, the Leased Real Property or the real property owned or leased by that is subject to the Caza Group at Site Licenses (to the extent related to the Purchased Assets) for which there is a legal obligation to perform any timeRemedial Action; (ivh) there have been are no releasespending actions or proceedings of which the Seller has received written notice, deposits or dischargesto the Knowledge of the Seller, in violation of Environmental Lawsthreatened actions, of any hazardous or toxic substancessuits, contaminants or wastesdemands, within the Caza Group's ownershipclaims, possession or control, into the earth, air or into any body of water or any municipal investigations or other sewer legal proceedings to revoke or drain water systemslimit any Environmental Permits; (vi) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant Section (i) of Schedule 5.10 includes a list of all Environmental Permits related to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business the Packaged Gas Business or the ownership or possession of the Owned Real Property, the Leased Real Property or the real property that is subject to the Site Licenses that are currently held or being applied for by the Seller and that are material to or necessary to carry on the Packaged Gas Business as presently conducted and or material to the ownership and Seller's current use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the samePurchased Assets; and (viij) full and accurate particulars of orall material environmental reports relating to the Owned Real Property, in the case of a document, a copy of all environmental Leased Real Property or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part real property that is subject to the Site Licenses (directly or indirectlyto the extent related to the Purchased Assets) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing made available to Airgas and, to the Investorextent related to the Carolina Assets to NWS.

Environmental. To As used herein, the knowledge term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any member governmental authority or agency affecting any of the Caza Group: Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) no member disclosed in any of the Caza Group environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Laws, with respect Environmental Law or is subject to environmental, health any pending or safety matters threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (collectively, "Environmental Laws"); b) no underground storage tanks have been or are now located at any Facility; (iic) each member none of the Caza Group Facilities is now or ever has operated its business at all times and has generatedbeen used for industrial purposes or for the storage, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits treatment or discharges disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, contaminants 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 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 within the Caza Group's ownershipor materials, possession chemical wastes, or control 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 or on any Facility or any portion thereof, from any source whatsoever, or are now located at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or dischargesFacility, in violation of applicable Environmental LawsLaws (including, without limitation, asbestos, radon, oil or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly of any hazardous or toxic substances, contaminants or wastes, within fact of which the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued Seller acquires actual knowledge which would cause this representation to become false and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances written notice that may lead to the revocation, cancellation or curtailment of any of Seller receives regarding the same; and matters set forth in this subsection (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investort).

Environmental. To the knowledge of Except as set forth on SCHEDULE 5.11 and without in any member of the Caza Groupmanner limiting any other representations and warranties set forth in this Agreement: (ia) no member of Neither Seller, nor the Caza Group Acquisition Assets, nor any Business Property, is in violation of any Lawsof, with respect to environmentalor has violated, health or safety matters (collectivelyhas been or is in non-compliance with, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the ownership, use, maintenance, operation of, or conduct of its business as presently conducted the Business or any Business Property. (b) Without in any manner limiting the generality of (a) above: (i) Except in compliance with Environmental Laws (including, without limitation, by obtaining necessary Permits) and to the ownership and use Best Knowledge of its assets and all such licensesSeller, permitsno Materials of Environmental Concern have been used, consentsgenerated, approvalsextracted, agreementsmined, certificates and regulatory approvals are beneficiated, manufactured, stored, treated, or disposed of, or in full force and effect any other way released (and no member release is threatened), on, under or about any Business Property or transferred or transported to or from any Business Property, and to the Best Knowledge of Seller, no Materials of Environmental Concern have been generated, manufactured, stored, treated or disposed of, or in any other way released (and no release is threatened), on, under, about or from any property adjacent to any Business Property; (ii) Seller is not, as a result of the Caza Group has notice operation or condition of the Business, the Acquisition Assets, or any Business Property on or prior to the Closing Date, subject to any: (a) contingent liability in connection with any release or threatened release of any circumstances that may lead Materials of Environmental Concern into the environment whether on or off any Business Property; (b) reclamation, decontamination or Remediation requirements under Environmental Laws, or any reporting requirements related thereto; or (c) consent order, compliance order or administrative order relating to or issued under any Environmental Law; (iii) There are no Environmental Claims known, pending or threatened against Seller, the revocationAcquisition Assets, cancellation or curtailment of any of the same; andBusiness Properties; (viiiv) full Seller and accurate particulars all of orits current Business Properties, to the Best Knowledge of Seller, have all Permits necessary to comply with all Environmental Laws and have made all capital improvements necessary for compliance with all Environmental Laws (including, without limitation, for compliance with all Permits), and operation of Seller's Business and each Business Property is in compliance in all material respects with all terms and conditions of such required Permits; (v) To the case Best Knowledge of a documentSeller, a copy there are no, nor have there ever been any, storage tanks or solid waste management units (not exempt from permit requirements) located on or under any Business Property of all environmental Seller, and there are no Materials of Environmental Concern in, under or health and safety assessmentson any Business Property in an amount exceeding naturally occurring background levels for such geographic area or which would require reporting to any Governmental Authority or Remediation to comply with the most stringent requirements of Environmental Laws; (vi) To the Best Knowledge of Seller, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member none of the Caza Group and off-site locations where Materials of Environmental Concern generated from any Business Property or for which are in the possession Seller has arranged for treatment, storage, or control of any member of the Caza Group as of the date hereof have disposal has been disclosed in writing to the Investor.nominated or identified as

Environmental. To the knowledge No Obligor is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any member investigation or threatened proceeding or investigation, (b) each Obligor has all material permits, licenses, registrations and other authorizations required by the Requirements of Environmental Laws for the Caza Group: operation of its business and the properties which it owns, leases or otherwise occupies, (ic) each Obligor currently operates its business and its properties (whether owned, leased or otherwise occupied) in compliance in all material respects with all applicable material Requirements of Environmental Laws, (d) no member Hazardous Substances are stored or disposed of the Caza Group is by any Obligor or otherwise used by an Obligor in violation of any Lawsapplicable Requirements of Environmental Laws (including, with respect to environmentalwithout limitation, health there has been no Release of Hazardous Substances by any Obligor at, on or safety matters under any property now or previously owned or leased by the Borrower or any of their Subsidiaries), (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iiie) except as permitted by Environmental Lawsdisclosed in the environmental reports identified on Schedule 7.01(28) , there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within to the Caza Group's ownership, possession or control at any time, on or from or under or in any knowledge of the Borrower (i) all underground storage tanks now or previously located on any real property owned or leased by the Caza Group at any time; (iv) there it have been no releasesoperated, deposits maintained and decommissioned or dischargesclosed, as applicable, in violation compliance with applicable Requirements of Environmental Law; and (ii) no real property or groundwater in, on or under any property now or previously owned or leased by any Obligor is or has been during such Obligor’s ownership or occupation of such property contaminated by any Hazardous Substance except for any contamination that would not reasonably be expected to give rise to material liability under Requirements of Environmental Laws nor, to the best of its knowledge, is any such property named in any list of hazardous waste or contaminated sites maintained under the Requirements of Environmental Law. (29) CERCLA. No portion of any Obligor’s Property has been listed, designated or identified in the National Priorities List or the CERCLA Information System both as published by the United States Environmental Protection Agency, or any similar list of sites published by any federal, state or local authority proposed for requiring clean up or remedial or corrective action under any Requirements of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.

Environmental. To the knowledge of any member Knowledge of the Caza GroupBuyer, except as set forth on Schedule 6.14: (i) There are no member underground tanks and related pipes, pumps and other facilities at the Real Property of the Caza Group Checksmart Parties containing Hazardous Materials that are the responsibility of the Checksmart Parties and that would reasonably be expected to give rise to a material liability of the Checksmart Parties under any Environmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in violation any way incorporated in any building, structure or other form of improvement on such Real Property that are the responsibility of the Checksmart Parties and that would reasonably be expected to give rise to a material liability of the Checksmart Parties under any Environmental Law. (b) Each of the Checksmart Parties is presently, and for the past three (3) years has been, in compliance in all material respects with all Environmental Laws applicable to such Real Property or to the Checksmart Parties’ business operations. (i) None of the Checksmart Parties has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon such Real Property, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there has been no Release of any Laws, Hazardous Material by the Checksmart Parties at such Real Property that would reasonably be expected to result in a material liability of the Checksmart Parties under any Environmental Law. (d) None of the Checksmart Parties has within the past three (3) years (i) entered into or been subject to any Order with respect to such Real Property; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Checksmart Parties’ activities and operations at such Real Property as currently conducted; and (ii) any applications for renewal of such material Permits have been submitted on a timely basis to the extent required under any Environmental Law. (f) None of the Checksmart Parties has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Law. (g) Checksmart has made available to the Seller Representative copies of all material documents, records and information in its possession or reasonable control concerning environmental, health or safety matters (collectivelyliabilities, "Environmental Laws"); (ii) each member including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials by the Caza Group has operated its business at all times and has generatedChecksmart Parties at, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on upon or from such Real Property or under or in any of the real property formerly owned or leased by property. This Section 6.14 sets forth the Caza Group at any time; (iv) there have been no releasessole representations and warranties of the Buyer and Checksmart with respect to environmental matters, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant including with respect to any Environmental Laws relating to the business Law, Hazardous Material or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorRelease.

Environmental. To the knowledge of any member of the Caza Group: (a) Except as set forth on Schedule 3.16: (i) no member of the Caza Group is Company and its Subsidiaries are and have been in violation of any Laws, compliance with respect to environmental, health or safety matters (collectively, "all Environmental Laws"); ; (ii) neither the Company nor any of its Subsidiaries has received any notice alleging that they are not in such compliance with Environmental Laws; (iii) there has been no unpermitted treatment, storage, disposal or release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each member a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or its Subsidiaries which release could reasonably be expected to give rise to any liability of the Caza Group has operated Company or its business at all times and has generatedSubsidiaries; (iv) no Hazardous Substances are present in, receivedon, handled, used, stored, treated, shipped, recycled and about or migrating to or from any real property that could be expected to give rise to an action under Environmental Laws against the Company or its Subsidiaries; (v) there have been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of all at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste release sites published by any governmental authority in or outside of the United States; and contaminants (vi) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company or its Subsidiaries, except for any of the foregoing in compliance with Environmental Laws; . For purposes of this Section 3.16, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) except as permitted the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances. The Company and each of its Subsidiaries have obtained, and are in compliance with, all Authorizations required by any Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued . All such Authorizations are valid and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member none of such Authorizations will be terminated or impaired or become terminable as a result of the Caza Group has notice transactions contemplated by this Agreement or the other Closing Documents. The Company and each of any circumstances that may lead to the revocationits Subsidiaries have been, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of orare currently, in the case of a document, a copy of compliance with all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEnvironmental Laws.

Environmental. To (a) Borrower is currently in compliance with all Environmental Laws (as defined below) which compliance includes, but is not limited to, the knowledge possession by Borrower of all permits and other governmental authorization required under applicable Environmental Laws, and compliance in all material respects with the terms and conditions thereof, except in any case where the failure to be in compliance would not have a Material Adverse Effect. (b) Except as set forth on SCHEDULE 4.29, Borrower has not stored, disposed of or arranged for disposal of any member Materials of Environmental Concern (as defined below) on any of the Caza Group:real property, except in compliance with applicable Environmental Laws. (ic) no member of the Caza Group Borrower has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower is not in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in full compliance with Environmental Laws;, and there are no circumstances that may prevent or interfere with such full compliance in the future. There is no Environmental Claim (as defined below) pending or, to Borrower's best knowledge, threatened against, or which has been made known to, Borrower. (iiid) except Except as permitted set forth on SCHEDULE 4.29, during the period the facilities have been held by Environmental LawsBorrower, its affiliates or, to Borrower's best knowledge, its predecessors in interest, there have been no spillsactions, releasesactivities, deposits circumstances, conditions, events or discharges incidents including, without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or disposal of hazardous any Hazardous Substance (as defined below), that could form the basis of any Environmental Claim against Borrower under any Environmental Law in effect at, or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any timetime prior to, on or from or under or the Agreement Date. (e) Without in any way limiting the generality of the real foregoing to the best knowledge of Borrower, (i) there are no underground storage tanks located on the property owned or leased by the Caza Group Borrower, (ii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by Borrower, and (iii) no polychlorinated biphenyls ("PCBs") are used or stored at any time; (iv) there property owned or leased by Borrower. The following terms shall have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.following meanings:

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have a Eldorado Material Adverse Effect or as disclosed to European Goldfields: (i) all facilities and operations of Eldorado and the Eldorado Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Eldorado and the Eldorado Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Property and Mineral Rights and to conduct their respective business as they are now being conducted or planned to be conducted; (iii) no member environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Eldorado and the Eldorado Material Subsidiaries and, to the knowledge of Eldorado, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Eldorado nor any of the Caza Group Eldorado Material Subsidiaries is in violation of subject to any Lawsproceeding, with respect application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generatedwhich may require any material work, receivedrepairs, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits construction or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsexpenditures; (v) to the knowledge of Eldorado, there are no orderschanges in the status, directions, demands terms or notices have been threatened or have been issued and remain outstanding pursuant to conditions of any Environmental Laws relating to Permits held by Eldorado or any of the Eldorado Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Eldorado or assets any of the Caza GroupEldorado Material Subsidiaries following the Effective Date; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted Eldorado and the ownership Eldorado Material Subsidiaries have made available to European Goldfields all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar information with respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (vii) full to the knowledge of Eldorado, Eldorado and accurate particulars of orthe Eldorado Material Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the case of aggregate, constitute a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEldorado Material Adverse Effect.

Environmental. To Except as would not individually or in the knowledge of any member of the Caza Groupaggregate have a Material Adverse Effect: (i) no member Neither Vitran nor any of the Caza Group Vitran Subsidiaries is in violation of of, or has violated or has any Lawsliability under, with respect any Environmental Law and there are no facts, circumstances or conditions existing, initiated or occurring prior to environmental, health or safety matters (collectively, "the Effective Date which could result in liability under any Environmental Laws");. Without limiting the generality of the foregoing: (i) there has been no Environmental Condition at, on, under or from any of the properties currently owned, leased or operated by Vitran or any Vitran Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Vitran’s or the applicable Vitran Subsidiary’s ownership, tenancy or operation of such property; (ii) there has been no Environmental Condition at, on, under or from any of the properties formerly owned, leased or operated by Vitran or any Vitran Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Vitran’s or any Vitran Subsidiary’s ownership, tenancy or operation of such property; (iii) none of the real property currently leased or operated by Vitran or any Vitran Subsidiary contains underground improvements, including but not limited to treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Contaminants, and no portion of such real property is or has been used as a dump or landfill or consists of or contains filled-in land or wetlands; and (iv) neither PCBs, “toxic mold,” asbestos- containing materials, nor any contamination are present on or in the real property currently owned, operated or leased by Vitran or the Vitran Subsidiaries or the improvements thereon. (ii) each member Neither Vitran nor any Vitran Subsidiary has received any notice, demand, claim or request for information or other written communication alleging that Vitran or any Vitran Subsidiary (i) is actually, potentially or allegedly liable under any Environmental Law for an Environmental Condition, or (ii) may be in violation of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with or have any liability under any Environmental Laws;Law. (iii) except as permitted Vitran and each Vitran Subsidiary are in compliance with the Environmental Approvals held or maintained by Vitran and such Subsidiaries. (iv) Neither Vitran nor any of the Vitran Subsidiaries has arranged, by contract, agreement or otherwise, for the transportation, disposal or treatment of Contaminants at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws, there have been and no spillssuch location, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in nor any of the real property owned currently owned, operated, or leased by the Caza Group at any time; (iv) there have been no releases, deposits Vitran or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars Vitran Subsidiaries is listed on any governmental list or database of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorproperties that may require Remediation.

Environmental. To the knowledge best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any member part of the Caza Group: (iProperty) no member of has not in the Caza Group is in violation of any Lawspast been used for handling, with respect to environmentalstorage, health transportation or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges disposal of hazardous or toxic substancesmaterials; and Seller has not used, contaminants generated, manufactured, stored or wastes within disposed of on, under or about the Caza Group's ownership, possession Property or control at any time, on transported to or from or under the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the Property, Seller is in compliance with and maintains compliance with all the provisions of the real property owned Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or leased other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Caza Group at Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any time; (iv) there have release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been no releases, deposits or discharges, issued by a public agency alleging that conditions on the Property are in violation of Environmental Lawsenvironmental laws, of any hazardous regulations, ordinances or toxic substances, contaminants or wastes, within rules. Notwithstanding the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating foregoing to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of orcontrary, in the case of a documentevent that Purchaser’s environmental audit reveals any environmental concerns or contamination, a copy of all the Purchaser shall advise Seller about such environmental concerns or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) contamination. In the current or previous operations event Seller declines to pay for the remediation of any member such matter, Purchaser shall have the option to (a) terminate this Agreement and receive a return of its ▇▇▇▇▇▇▇ Money; or, (b) close on the property subject to all of the Caza Group other terms and which are in the possession or control conditions of this Agreement and to assume all costs and expenses associated with any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorsuch remediation.

Environmental. To (a) Purchaser shall have a period of twenty (20) days after the knowledge Effective Date of this Agreement to obtain, at Purchaser’s sole cost and expense, a new or updated Phase I environmental site assessment or environmental audit of the Property from a licensed environmental consultant (the “Environmental Due Diligence Period”). With regard to the Tests, without Seller’s prior written consent, no secondary environmental reports, soil borings, groundwater samples, or other invasive or subsurface environmental investigations may be made of the Property and neither Purchaser nor its agents, representatives, employees, engineers or contractors may contact any federal, state, or local governmental agency or authority regarding the results of the Tests. In the event that disclosure of the results of any member Tests is required by applicable law, regulation or court order, Purchaser shall notify Seller promptly in writing so that Seller may seek a protective order (at its own cost and expense) or other appropriate remedy. In the event that no such protective order or other appropriate remedy is obtained, or Seller waives compliance with the terms of this Section 7, Purchaser shall give Seller written notice of the Caza Group: (i) no member information to be disclosed as far in advance of its disclosure as practicable. In the event any such assessment or audit reveals that, in the commercially reasonable opinion of Purchaser’s environmental consultant, any portion of the Caza Group Property is in violation of any Laws, with respect to environmental, health impaired by an Environmental Condition or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in is a reportable violation of Environmental Laws, Purchaser shall have until the expiration of the Environmental Due Diligence Period to deliver to Seller written notice of such impairment or such reportable violation (the “Environmental Notice”). Purchaser shall not have the right to deliver an Environmental Notice for any household garbage area which is 0.25 acres or less. The Environmental Notice shall include a copy of any report, notice, or correspondence by which Purchaser was made aware of the impairment or reportable violation. If Purchaser timely delivers the Environmental Notice, then Seller may, at its sole option, (i) conduct testing at Seller’s sole cost and expense to establish that the Property is not impaired by such Environmental Condition or there is no such reportable violation of Environmental Laws and furnish Purchaser and Purchaser’s environmental consultant with the results of the test, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price, or (ii) conduct remediation in accordance with all applicable Environmental Laws to correct such Environmental Condition or reportable violation of Environmental Laws, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price. The Closing Date may be extended by Seller by written notice to Purchaser to allow for the testing and/or remediation provided for in (i) and (ii) above. (b) As used herein, “Environmental Condition” shall mean the presence of Hazardous Substances in a concentration which would require remedial action pursuant to Environmental Laws or would require reporting pursuant to Environmental Laws; “Hazardous Substances” shall mean any hazardous materials including any hazardous, toxic or toxic substancesdangerous waste, contaminants substance or wastesmaterial in quantity or concentration defined as such in (or for purposes of) or regulated under in quantities above those established by applicable Environmental Laws in effect at this time or any time between now and Closing; “Environmental Laws” shall mean any applicable federal, within state or local laws and the Caza Group's ownershipregulations promulgated thereunder relating to pollution or protection of the environment, possession including laws relating to emissions, discharges, disseminations, releases or control, threatened releases of Hazardous Substances into the earthenvironment (including ambient air, air surface water, ground water, soil, land surface or into any body subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of water or any municipal or other sewer or drain water systems; Hazardous Substances and (i) the Comprehensive Environmental Response, Compensation and Liability Act (as amended by the Superfund Amendments and Reauthorization Act), 42 U.S.C. § 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; (iii) the Hazardous Materials ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; (iv) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; (v) no ordersthe Clean ▇▇▇▇▇ ▇▇▇, directions, demands or notices have been threatened or have been issued ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member with respect to the Property, all applicable laws of the Caza GroupState of Arkansas based on, as or substantially similar to, the federal statutes listed in parts (i) through (v) of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorforegoing.

Environmental. To the knowledge of any member of Company’s best knowledge, except as set forth in the Caza Group: (i) no member of the Caza Group is in violation of any Laws, Loan Agreement and except with respect to environmental, health any other matters that individually or safety matters in the aggregate could not reasonably be expected to result in a Material Adverse Change (collectively, "Environmental Laws");as defined in the Loan Agreement): (iia) each member There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the Caza Group has operated its business at all times and has generated, received, handled, type ordinarily used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws manufactured in connection with the ownership or operation of its business the Mortgaged Property as it is presently conducted operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and 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 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 Mortgaged Property or from any other property which would have an impact on the Mortgaged Property. (d) There are no past or present investigations, administrative proceedings, litigation, regulatory hearings or other action completed, proposed, threatened or pending, alleging noncompliance with or violation of any Environmental Laws or Regulations respecting the Mortgaged Property, or relating to any required environmental permits covering the Mortgaged Property. (e) The Company has disclosed to Mortgagee all reports and investigations commissioned by the Company and relating to Hazardous Substances and the ownership Land and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; andImprovements. (viif) full and accurate particulars of orThere are not now, nor have there ever been, any above ground or underground storage tanks located in or under the case of a document, a copy of all environmental Mortgaged Property. There are no w▇▇▇▇ on or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) under the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorMortgaged Property.

Environmental. To such Seller’s knowledge, or except as may be set forth in the knowledge of any member of Existing Environmental Reports or other written Due Diligence Material or as alleged in the Caza Group: correspondence from ▇▇▇▇▇▇▇ Law Firm to ▇▇▇▇▇ Management Company, Inc. dated December 20, 2005, (i) such Seller has no member knowledge of the Caza Group is in violation presence of any LawsHazardous Substances on the Property owned by such Seller, other than such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, repair and maintenance of an office building, or as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Property owned by such Seller; (ii) such Seller has not used and has no knowledge that any other person has used the Property owned by such Seller for the generation, recycling, use, reuse, sale, storage, handling, transportation and/or disposal of any Hazardous Substances on such Property (except for such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, maintenance and repair of an office building, or as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Property owned by such Seller); and (iii) Seller has not received any written notification from any governmental authority as to any violations of or failure to comply with any Environmental Law with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) the Property owned by such Seller. The representations and warranties made in this Agreement by each member of the Caza Group has operated its business at all times Seller shall be continuing and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group shall be deemed made as of the date hereof have been disclosed and remade by such Seller as of the Closing Date in writing all material respects, with the same force and effect as if made on, and as of, such date, subject to such Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of such Seller to be delivered pursuant to Section 5.1(i) hereof. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by such Seller to Purchaser at the Closing, such Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Properties, whether made by such Seller, on behalf of such Seller, or otherwise, including, without limitation, the physical condition of the Properties, the financial condition of the tenants under the Leases, title to or the boundaries of the Properties, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants or the Properties, and any other information pertaining to the InvestorProperties or the market and physical environments in which the Properties are located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Properties and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Sellers to Purchaser at the Closing, made (or purported to be made) by Sellers or anyone acting or claiming to act on behalf of Sellers. Purchaser will inspect the Properties and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Properties in their “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph shall survive the Closing until September 30, 2006, subject to Article 11 hereof.

Environmental. To the knowledge of any member of the Caza Group: (a) Except as set forth on Schedule 5.9(a)-1, (i) no member to Seller’s Knowledge, Seller (to the extent related to the Purchased Assets) is in compliance with all applicable Environmental Laws, (ii) to Seller’s Knowledge, Seller possesses all Environmental Permits required under Environmental Laws for the operation of the Caza Group Purchased Assets as they are currently operated and is in compliance with such Environmental Permits; and (iii) Seller has received no written notice that any Environmental Permit is subject to termination, modification or revocation. Schedule 5.9(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Purchased Assets. (b) Except as set forth on Schedule 5.9(b), neither Seller nor any Affiliate of Seller has received within the last five years and, to Seller’s Knowledge, at any prior time, any written notice, report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any Lawsliabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Purchased Assets arising under or relating to Environmental Laws or regarding Hazardous Materials. (c) Except as set forth on Schedule 5.9(c), (i) to Seller’s Knowledge, Seller has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the Purchased Assets that could form a basis for an Environmental Claim, and (ii) Seller has not received written notice of any Environmental Claims related to the Purchased Assets that have not been fully and finally resolved and, to Seller’s Knowledge, no such Environmental Claims are pending or threatened against Seller. (d) Except as set forth on Schedule 5.9(d), to Seller’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by Seller or, to Seller’s Knowledge, are otherwise located at any of the Purchased Assets. (e) Except as set forth on Schedule 5.9(e), with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastesPurchased Assets, within the Caza Group's ownershiplast five years and, possession to Seller’s Knowledge, at any prior time, Seller has not assumed or controlretained, into the earthby contract or, air to Seller’s Knowledge, by operation of law, any obligation under any Environmental Law or into concerning any body of water or any municipal or other sewer or drain water systems;Hazardous Materials. (vf) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant Seller has made available to any Environmental Laws Buyer all material environmental reports relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances Purchased Assets that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or reasonable control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorSeller.

Environmental. To the With respect to environmental matters, to Seller’s and Indemnitor’s knowledge of any member of the Caza Group: and except as described in Exhibit “E,” (i) there has been no member Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Caza Group Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in violation of strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any Lawsportion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety matters compliance (collectively, "“Environmental Laws"Requirements”); (ii) each member of the Caza Group has operated its business at all times and has generated. As used in this Contract: “Release” means spilling, receivedleaking, handledpumping, usedpouring, storedemitting, treatedemptying, shippeddischarging, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Lawsinjecting, there have been no spillsescaping, releasesleaching, deposits dumping or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investordisposing.

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have an Endeavour Material Adverse Effect: (i) all facilities and operations of Endeavour and the Endeavour Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Endeavour and the Endeavour Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Endeavour Property and Endeavour Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no member environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Endeavour and the Endeavour Material Subsidiaries except as disclosed in the Endeavour Public Documents and, to the knowledge of Endeavour, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Endeavour nor any of the Caza Group Endeavour Material Subsidiaries is in violation of subject to any Lawsproceeding, with respect application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generatedwhich may require any material work, receivedrepairs, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits construction or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsexpenditures; (v) to the knowledge of Endeavour, there are no orderschanges in the status, directions, demands terms or notices have been threatened or have been issued and remain outstanding pursuant to conditions of any Environmental Laws relating to Permits held by Endeavour or any of the Endeavour Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Endeavour or assets any of the Caza GroupEndeavour Material Subsidiaries following the Effective Date; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted Endeavour and the ownership Endeavour Material Subsidiaries have made available to Avion all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar information with respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (vii) full to the knowledge of Endeavour, Endeavour and accurate particulars of orthe Endeavour Material Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the case of a documentaggregate, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorconstitute an Endeavour Material Adverse Effect.

Environmental. To Except for any condition or other matter described in Exhibit 5.16 hereto, (a) Seller (in connection with the knowledge Transferred Banking Center), the Leased Property and the Transferred Banking Center, to Seller’s knowledge, are, and during the Ownership Period have been, in compliance in all material respects with all applicable federal, state, and local laws, regulations, and ordinances relating to the environment, human health and safety, and natural resources, including without limitation, the release or discharge of hazardous substances, pollutants or other regulated materials or wastes (“Hazardous Substances”) into the indoor or ambient air, ground or water (the “Environmental Laws”); (b) there are no actions, suits, claims, notices of violation, orders or proceedings pending or, to Seller’s knowledge, threatened against Seller or any member of the Caza Group: (i) no member of the Caza Group is in violation of any Lawsother person, with respect to environmental, health the Leased Property or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted Transferred Banking Center by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous before any governmental authority or toxic substances, contaminants agency or wastes within the Caza Group's ownership, possession or control at by any time, on or from or under or third party which in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant way relates to any Environmental Laws relating or to any presence of or exposure to any Hazardous Substances; (c) to Seller’s knowledge, there has been no Hazardous Substance handled, stored, disposed of, or released in, on, under or from the business Transferred Banking Center or assets of Leased Property in a manner or in an amount or concentration that would trigger any required notice, investigation, remedial action, or material liability under any applicable Environmental Laws; (d) to Seller’s knowledge, there are no regulated asbestos-containing materials, toxic mold or lead-based paint present at the Caza Group; Transferred Banking Center; (vie) each member of to Seller’s knowledge, there are, and have been, no underground storage tanks located on or under the Caza GroupTransferred Banking Center or Leased Property; and (f) Seller has made, as or within ten (10) calendar days of the date hereofhereof will make, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead available to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy Purchaser copies of all environmental or and health and safety assessmentsstudies, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group reports and which are audits in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing Seller related to the InvestorLeased Property or the Transferred Banking Center (the “Existing Environmental Reports”). To Seller’s knowledge, there are no environmental and health and safety studies, reports or audits related to the Leased Property other than the Existing Environmental Reports.

Environmental. (a) Each of Seller and each Seller’s leasehold interest in the Leased Real Property are and have been in compliance in all material respects with all “Environmental Laws” (as hereinafter defined); (b) To the Knowledge of Sellers, there has been no “Release” (as hereinafter defined) by any Seller at any of the Leased Real Property, or, to the Knowledge of Sellers, at any disposal or treatment facility which received “Hazardous Substances” (as hereinafter defined) generated by or from such Seller and/or the Leased Real Property; (c) No “Environmental Action” (as hereinafter defined) is pending, has been asserted against or, to the Knowledge of Sellers, is threatened against any Seller; (d) To the knowledge of Sellers, the Leased Real Property has not been used as a treatment or disposal site for any member Hazardous Substances during the period of the Caza Group: (i) no member of the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws")Seller’s operation thereof; (iie) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, Each Seller holds all licenses, permits, consents, approvals, agreements, certificates permits and regulatory approvals required by that Seller by any regulatory authority under any Environmental Laws in connection with the operation of its business as presently conducted the Business; (f) With respect to Sellers and the ownership Leased Real Property, Sellers are not aware of and use have not received any written notification pursuant to any Environmental Laws that (i) any work, repairs, corrective or remedial action, construction or capital expenditures are required to be made as a condition of its assets and all such licensescontinued compliance with any Environmental Laws or any license, permitspermit or approval issued pursuant thereto; (ii) any material license, consentspermit or approval under any Environmental Laws is about to be reviewed, approvalsmade subject to limitations or conditions, agreementsrevoked, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of withdrawn or terminated; or (iii) any circumstances that events, conditions, circumstances, activities, practices, incidents, actions or omissions may lead to the revocation, cancellation interfere with or curtailment of prevent compliance or continued compliance with any of the sameEnvironmental Law; and (viig) full and accurate particulars Sellers have previously delivered (or will have delivered within 20 days after the date of or, in the case of a document, this Agreement) to Purchaser a copy of all environmental or health and safety reports, assessments, audits, reviews or investigations, whether in draft or final formpermits, correspondence and other documents and information whatsoever which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing relate to the Investorcompliance status of such Seller or the Leased Real Property under any Environmental Laws. (h) For the purposes of this Section 3.19, the following terms shall have the following meanings:

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have a Bullion Material Adverse Effect: (i) all facilities and operations of Bullion and its Subsidiaries have been conducted, and are now (and the facilities and operations of Old Bullion were), in compliance with all Environmental Laws; (ii) Bullion and its Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Bullion Property and Bullion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no member of the Caza Group is in violation environmental, reclamation or closure obligation, demand, notice, work order or other Liabilities presently exist with respect to any portion of any Lawscurrently or formerly owned, with leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Bullion, its Subsidiaries or Old Bullion and, to the knowledge of Bullion, there is no basis for any such obligations, demands, notices, work orders or Liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Bullion nor any of its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generatedwhich may require any material work, receivedrepairs, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits construction or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsexpenditures; (v) to the knowledge of Bullion, there are no orderschanges in the status, directions, demands terms or notices have been threatened or have been issued and remain outstanding pursuant to conditions of any Environmental Laws relating to Permits held by Bullion or any of its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Authorities of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Bullion or assets any of its Subsidiaries following the Caza GroupClosing Date; (vi) each member of the Caza GroupBullion and its Subsidiaries have made available to Eurasian all material audits, as of the date hereofassessments, holds all licensesinvestigation reports, permitsstudies, consentsplans, approvals, agreements, certificates regulatory correspondence and regulatory approvals required under any Environmental Laws in connection similar information with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (vii) full and accurate particulars to the knowledge of orBullion, none of Bullion, its Subsidiaries or Old Bullion are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the case of aggregate, constitute a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorBullion Material Adverse Effect.

Environmental. To the knowledge of any member Knowledge of the Caza GroupCompany, except as set forth on Schedule 5.14: (i) There are no member underground tanks and related pipes, pumps and other facilities at the Real Property of the Caza Group Company or any of its Subsidiaries containing Hazardous Materials that are the responsibility of the Company or any of its Subsidiaries and that would reasonably be expected to give rise to a material liability of the Company or any of its Subsidiaries under any Environmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in violation any way incorporated in any building, structure or other form of improvement on the Real Property that are the responsibility of the Company or any of its Subsidiaries and that would reasonably be expected to give rise to a material liability of the Company or any of its Subsidiaries under any Environmental Law. (b) Each of the Company and its Subsidiaries is presently, and for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to the Real Property or to the Company’s or any of the Company’s Subsidiaries’ business operations. (i) Neither the Company or any of its Subsidiaries has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon such Real Property, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there has been no Release of any Laws, Hazardous Material by the Company or any of its Subsidiaries at such Real Property that would reasonably be expected to result in a material liability of the Company or any of its Subsidiaries under any Environmental Law. (d) Neither the Company or any of its Subsidiaries has within the past three (3) years (i) entered into or been subject to any Order with respect to such Real Property; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Company and each of the Company’s Subsidiaries’ activities and operations at such Real Property as currently conducted; and (ii) any applications for renewal of such material Permits have been submitted on a timely basis to the extent required under any Environmental Law. (f) Neither the Company nor any of its Subsidiaries has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Law. (g) The Company has made available to the Buyer copies of all material documents, records and information in its possession or reasonable control concerning environmental, health or safety matters (collectivelyliabilities, "Environmental Laws"); (ii) each member including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials by the Caza Group has operated Company or any of its business at all times and has generatedSubsidiaries at, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on upon or from such Real Property or under or in any of the real property formerly owned or leased by property. This Section 5.14 sets forth the Caza Group at any time; (iv) there have been no releasessole representations and warranties of the Seller Parties with respect to environmental matters, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant including with respect to any Environmental Laws relating to the business Law, Hazardous Material, or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorRelease.

Environmental. To (a) Except as described in Schedule 4.31(a) and to the knowledge of any member of Company’s knowledge, the Caza Group: (i) no member of Company, the Caza Group is Business, the Leased Real Property and all operations thereon have been and are in violation of any Lawscompliance, in all material respects, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental applicable Laws relating to the business protection of human health and safety, natural resources, the environment or assets of the Caza Group;Hazardous Substances (“Environmental Laws”). (vib) each member of Except as described in Schedule 4.31(a), the Caza Group, as of the date hereof, holds Company has all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals Authorizations required under any Environmental Laws (collectively, the “Environmental Permits”) to conduct the Business (including those Environmental Permits issued in connection with the operation Leased Real Property) and to own, use and operate the property and assets owned or used by the Company, all of its business as presently conducted which are described in Schedule 4.31(a). Each Environmental Permit is valid, subsisting and in good standing, and the ownership Company is not in default or breach of any Environmental Permit, and use no proceeding is pending or threatened in relation to, and no grounds exist to revoke or limit, any Environmental Permit. Sellers have provided a complete and accurate copy of its assets each Environmental Permit, and all such licensesamendments thereto, permitsto Purchaser. (c) The Company has not used or permitted to be used, consentsexcept in compliance with all Environmental Laws, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; andLeased Real Property to Release, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance. (viid) full and accurate particulars of orNeither the Company nor, in respect of the case Business and the Leased Real Property, the Sellers have ever received any notice of or been prosecuted for any actual or alleged non-compliance with any Environmental Laws, and neither has the Company nor, in respect of the Business and the Leased Real Property, have the Sellers settled any allegation of non-compliance with Environmental Laws prior to prosecution. There are no actions, proceedings, notices, orders, demands or directions relating to environmental matters requiring, or notifying the Sellers or the Company that it is or may be responsible for any investigation, containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to the Business or the Leased Real Property. Neither the Company nor, in respect of the Business and the Leased Real Property, the Sellers have received any written third party complaint or claim with respect to Hazardous Substances, environmental contamination, protection of the environment or protection of human health or safety. (e) The Company has not caused or permitted, and subject to the disclosures in Schedule 4.31(a), to the knowledge of the Company, there has not occurred, any Release of any Hazardous Substances on, in, around, from or in connection with the Leased Real Property or any such Release on or from a documentfacility owned or operated by a third party but with respect to which the Company is or may reasonably be alleged to have liability. (f) All Hazardous Substances and other wastes, a copy of all environmental or health materials and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern substances used in whole or in part in connection with or resulting from the Business have been disposed of, treated and stored in compliance with all Environmental Laws and have not been disposed of by the Company outside of Canada. (directly g) Except as described in Schedule 4.31(a), the Company has delivered to the Purchaser complete and accurate copies of all environmental reports, audits, evaluations, assessments, studies or indirectly) tests relating to the current Company, the Business and the Leased Real Property that are, or previous operations of any member of the Caza Group and which are in with reasonable efforts could be brought under, the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorSellers.

Environmental. To (a) None of the knowledge real property relating to the Purchased Assets or the Easement 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 member “Superfund” evaluation or investigation, or any other investigation or proceeding of any governmental authority or unaffiliated third party or of Seller evaluating whether any remedial action is necessary to respond to any release of any hazardous substance, pollutant or contaminant in connection with such real property. (b) Seller has received no notice, written or otherwise, which remains outstanding or unresolved, to the Caza Group: effect that the Water Plant is not being operated in compliance in all material respects with all applicable laws concerning the protection of public health, public safety or the environment (“Environmental Laws”). Seller has received no notice, written or otherwise, which remains outstanding or unresolved, (i) no member (A) alleging that Seller or any of the Caza Group its agents is in violation liable under any Environmental Law, or (B) ordering Seller or any of its agents to remedy or recommending that Seller or any of agents remediate, any environmental damage to any real property or modify or upgrade its Water Plant to comply with Environmental Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); and (ii) each member to Seller’s knowledge, no such claims or notices are threatened or pending. (c) There has been no violation of Environmental Laws that remain unremedied or unresolved respecting the Caza Group has operated release or threatened release of any hazardous substance, pollutant or contaminant to any soil, groundwater, surface water, building component, wastewater, air or other media on or from any real property relating to the Purchased Assets or the Easement during the ownership, occupation or use of such real property by Seller or any of its business at all times agents. (d) There are no and has generatedhave not been any underground storage tanks, receivedunderground piping (except for water or sewer), handled, or polychlorinated biphenyls used, stored, treated, shipped, recycled and treated or disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business Purchased Assets or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEasement.

Environmental. To the knowledge The Borrower shall, and shall cause each of any member of the Caza Groupits Subsidiaries to: (a) comply, and undertake all reasonable efforts to ensure that all tenants under any lease or occupancy agreement affecting any portion of the properties owned, leased or operated by it and all other Persons on or occupying such property comply, in all material respects with all Environmental Laws; provided, that upon learning of any material noncompliance with Environmental Laws by the Borrower or any of its Subsidiaries, the Borrower shall promptly undertake all reasonable efforts to remedy such non-compliance; (b) permit the Administrative Agent, from time to time (upon the Administrative Agent's determination in its reasonable discretion that any of the following is advisable, but without obligation upon the Administrative Agent), upon notice to the Borrower and as often as may reasonably be requested, to retain, at the Borrower's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for the Borrower and to conduct its own investigation of any of the properties owned, leased or operated by the Borrower or any of its Subsidiaries. The Borrower may receive copies of any reports prepared by independent experts, but the Administrative Agent and the Lenders shall have no duty to disclose or discuss any information produced by such reviews or investigations with the Borrower or any of its Subsidiaries; (c) promptly advise the Administrative Agent in writing and in reasonable detail of (i) no member of the Caza Group is in violation any Release of any Hazardous Material (of which the Borrower is aware) required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to environmentalEnvironmental Claims or any Release of Hazardous Material required to be reported to any federal, health state or safety matters (collectivelylocal governmental or regulatory agency, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted any remedial action taken by Environmental Lawsthe Borrower or any other Person in response to (x) any Hazardous Material on, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in about any of the real property owned owned, leased or leased operated by the Caza Group at Borrower or its Subsidiaries, the existence of which could reasonably be expected to result in an Environmental Claim resulting in a Material Adverse Change or (y) any time; Environmental Claim that could reasonably be expected to result in a Material Adverse Change, (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, the Borrower's discovery of any hazardous occurrence or toxic substancescondition on any real property adjoining or in the vicinity of any property owned, contaminants leased or wastes, within operated by the Caza Group's Borrower or its Subsidiaries that could cause such property or any part thereof to be classified as a " border-zone property" or to be otherwise subject to any restrictions on the ownership, possession occupancy, transferability or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required use thereof under any Environmental Laws that could reasonably be expected to result in connection with a Material Adverse Change, and (v) any request for information from any governmental agency that indicates such agency is investigating whether the operation Borrower or any of its business as presently conducted and Subsidiaries may be potentially responsible for a Release of Hazardous Materials; (d) promptly notify the ownership and use Lenders of any proposed acquisition or disposition of stock, assets, or property by the Borrower or its Subsidiaries, that could reasonably be expected to expose the Borrower or any of its assets Subsidiaries to, or result in, Environmental Claims that could result in a Material Adverse Change and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead proposed action to be taken by the revocation, cancellation Borrower or curtailment of any of its Subsidiaries to commence or cease manufacturing, industrial or other operations that could reasonably be expected to subject the sameBorrower or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental Permits; (e) at their own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection; and (viif) full promptly take any and accurate particulars of or, all necessary remedial action required by all applicable Environmental Laws and perform such remedial action in the case of a document, a copy compliance with all applicable Environmental Laws and orders and directives of all environmental federal, state and local governmental authorities except when and only to the extent that the Borrower's or health and safety assessmentssuch Subsidiary's liability for the presence, auditsstorage, reviews use, disposal, transportation or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations discharge of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing Hazardous Material is not reasonably likely to the Investorgive rise to a Material Adverse Change.

Environmental. To (a) No Comcast Entity has received any notice, notification, demand, request for information, citation, summons or order relating to any "Superfund" evaluation or investigation, and no Comcast Entity is the knowledge subject of any member pending or, to Comcast's knowledge, threatened investigation, action, claim, suit, review, complaint, penalty or proceeding of the Caza Group: any Governmental Authority or other Person with respect to (i) no member of the Caza Group is in violation of Comcast Systems or the Comcast Assets, including the Comcast Owned Property or the Comcast Leased Property and any Lawsproperty previously owned, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws Comcast Entity in connection with the operation Comcast Systems and (ii) relating to or arising out of its business any Environmental Law. (b) Except as presently conducted disclosed on Schedule 4.16, no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted, or released at, on or under any Comcast Owned Property or Comcast Leased Property or other Comcast Asset. (c) Except as disclosed on Schedule 4.16, each Comcast Entity is in material compliance with all Environmental Laws, insofar as they relate to the Comcast Assets, the Comcast Owned Property or the Comcast Leased Property. Except as disclosed on Schedule 4.16, each Comcast Entity has been and the ownership and use of its assets and is in compliance with all such permits, licenses, permitsfranchises, consentscertificates, approvalsapprovals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, agreementsor relating in any way to, certificates the Comcast Systems or the Comcast Assets ("Comcast Environmental Permits"). Such Comcast Environmental Permits are valid and regulatory approvals are in full force and effect and no member are transferable and will not be terminated or impaired or become terminable as a result of the Caza Group transactions contemplated hereby. No Comcast Entity has received any notice of, has any knowledge of circumstances relating to, and there are no past events, facts, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any circumstances that may lead Hazardous Substances from or on the Comcast Assets, the Comcast Owned Property or the Comcast Leased Property), which could interfere with or prevent compliance with or which have resulted in or are reasonably likely to the revocation, cancellation or curtailment give rise to any liability of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law and in connection with the Comcast Systems or the Comcast Assets, including, without limitation, the Comcast Owned Property and the Comcast Leased Property. Except as disclosed on Schedule 4.16, no Comcast Owned Property or Comcast Leased Property nor any property to which Hazardous Substances located on or resulting from the use of any Comcast Asset, Comcast Owned Property or Comcast Leased Property or any property previously owned, leased or operated by any Comcast Entity in connection with the same; andComcast Systems have been transported is listed or, to Comcast's knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup. (viid) full and accurate particulars of orExcept as disclosed on Schedule 4.16, no polychlorinated biphenyls, electromagnetic fields, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is or has been present at, on or under any Comcast Owned Property or Comcast Leased Property or in the case of a document, a copy any Comcast Asset. (e) Comcast has provided or made available to Adelphia copies of all environmental or health and safety assessments, studies, audits, tests, reviews or investigationsother analyses of or relating to the Comcast Assets and/or Systems prior to the date hereof. (f) Except as disclosed on Schedule 4.16, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member none of the Caza Group and which are Comcast Owned Property or Comcast Leased Property is located in the possession New Jersey or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorConnecticut.

Environmental. (a) Except as described in Schedule 4.33(a), the Company, the Owned Property, the Leased Real Property, the Leased Mining Claims, all of the Company's operations thereon and, to the knowledge of such Seller, all other operations thereon, have been and are in material compliance with all Environmental Laws, and neither such Seller nor the Company has re-disturbed the existing heap l▇▇▇▇ pad described in Schedule 4.33(a); provided, however, that this Section 4.33(a) does not apply to any matter specifically covered by the remainder of Sections 4.33(b) through 4.33(p); (b) The Company has not used or permitted to be used, except in compliance with all Environmental Laws, any of the Owned Property, the Leased Mining Claims, the Leased Real Property or the Former Property to Release, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance; (c) Schedule 4.33(c) lists all Former Property; (d) To the knowledge of such Seller, no underground storage tanks are located on the Owned Property, the Leased Real Property or the Leased Mining Claims, and prior to the period when the Company owned, leased or occupied any member Former Property, no underground storage tanks were located on the Former Property; (e) Except as described in Schedule 4.33(e), neither the Company nor, in respect of the Caza Group: (i) no member Business, the Owned Property, the Leased Mining Claims, the Leased Real Property or the Former Property, such Seller has ever received any notice of or been prosecuted for any actual or alleged non-compliance with any Environmental Laws. Neither the Company nor, in respect of the Caza Group Business, the Owned Property, the Leased Mining Claims, the Leased Real Property and the Former Property, such Seller has settled any allegation of non-compliance prior to prosecution. Except as set forth in the Project's Plan of Operations and Reclamation Permits 0343, 0361 and 0362, the Water Pollution Control Permit and the Air Permits, there are no pending Proceedings, notices or directions relating to environmental matters or the protection of human health or safety requiring, or notifying such Seller or the Company that it is in violation of or may be responsible for, any Lawsinvestigation, containment, clean-up, rehabilitation, reclamation, remediation or other corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to environmentalthe Business or the Owned Property, the Leased Mining Claims, the Leased Real Property or any Former Property. Neither the Company nor, in respect of the Business, the Owned Property, the Leased Mining Claims, the Leased Real Property and the Former Property, such Seller has received any written third-party complaint or claim with respect to Hazardous Substances, environmental contamination, protection of the environment or protection of human health or safety matters (collectively, "Environmental Laws")safety; (iif) each member Except as described in Schedule 4.33(f), neither such Seller nor the Company has caused or permitted, and to such Seller's knowledge there has not occurred, any Release of any Hazardous Substance on, in, around, from or in connection with any of the Caza Group has Owned Property, the Leased Mining Claims, the Leased Real Property or the Former Property or any such Release on or from a facility owned or operated its business at all times and has generatedby any third party but with respect to which the Company is or may reasonably be alleged to have liability, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants except in compliance with Environmental Laws; (iiig) except Except as permitted by Environmental Lawsdescribed in Schedule 4.33(g), there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or all Hazardous Substances and other wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued materials and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern substances used in whole or in part or in connection with or resulting from the Business have been disposed of, treated and stored: (directly i) where such disposal, treatment or indirectlystorage was conducted by the Company, in compliance with all Environmental Laws; and (ii) where such disposal, treatment or storage was conducted by any other Person, to the current knowledge of such Seller, in compliance with all Environmental Laws; (h) Such Seller has delivered to Purchaser true and complete copies of all environmental reports, audits, evaluations, assessments, studies or previous operations of any member of tests relating to the Caza Group Company, the Business, the Owned Property, the Leased Mining Claims, the Leased Real Property, the Former Property and which are in their use that are, or with reasonable efforts could be brought under, the possession or control of any member such Seller; (i) Except as described in Schedule 4.33(i), to the knowledge of Sellers, there are no pending or proposed changes to Environmental Laws that would render illegal or materially restrict the current or planned operations of the Caza Group Company as contemplated by the Technical Report or the use of the date hereof have been disclosed in writing Owned Property, the Leased Mining Claims or the Leased Real Property; (j) Neither such Seller nor the Company has received any notice from any Governmental Body with respect to any environmental liabilities under Environmental Laws or other obligations, including cleanup orders, consent decrees or otherwise relating to the Investorhistoric mining activities at the Project, nor are any Proceedings pending or, to the knowledge of such Seller, threatened with respect to such environmental liabilities or other obligations; (k) The Native American Monitoring Services Agreement dated July 28, 2014 and the Memorandum of Agreement with the U.S. Forest Service dated March 31, 2014 are the only agreements between the Company, and a Governmental Body, or Native American tribe that set forth any obligations of the Company to any tribe or to a Governmental Body relating to tribal communities or relating to historic properties and contributing elements within the Project area; (l) Other than the archeological sites identified in the archaeological surveys described in Schedule 4.33(l), to the knowledge of such Seller, there are no other cultural, archeological or historical sites within the Project area. (m) To the knowledge of such Seller, all groundwater exceedances identified in any monitoring well relating to the Project are naturally occurring (i.e., exceedances of arsenic, manganese, total nitrogen, and, on one occasion, cadmium); (n) Neither such Seller nor the Company has any information or knowledge of any additional information that would contradict, challenge or undermine the accuracy of SRK Consulting's analysis and conclusions in its Waste Rock and Ore Characterization Report for the Project dated January 2014 particularly with respect to the presence of acid generating rock within the Project area; (o) All required treatment fieldwork has been completed pursuant to the Treatment Plan dated December 2013 (the "Treatment Plan") approved by U.S. Forest Service and the State Historic Preservation Office to the satisfaction of U.S. Forest Service and the State Historic Preservation Office, as applicable, for the Project and no other field work is necessary under the Treatment Plan for either historic properties or cultural resources; and (p) To the knowledge of such Seller, there are no perennial waters within the Project area, except as provided for in the Existing Permits.

Environmental. To (a) In the knowledge event that Purchaser determines in its sole and absolute discretion, prior to Closing, that there are conditions on, at or relating to the Property which are in non-compliance with Environmental Requirements or the possibility that Hazardous Materials may exist on, at, under or may be migrating from the Property that may require investigation or remediation under any applicable federal or state laws, that have not otherwise been disclosed in Environmental Documents, then, notwithstanding anything to the contrary contained herein, Purchaser may terminate this Agreement on or before the Closing Date upon written notice to Seller, in which event, the E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any member of instructions to the Caza Group:contrary which might be provided by Seller, and thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations; provided, however, that Purchaser shall not be entitled to terminate this Agreement with respect to the environmental matters listed on Schedule “C” attached hereto, except as may be otherwise provided in Section 9.21(b) below. (b) Seller represents to Purchaser that the Property is not an Industrial Establishment as defined by ISRA. If during the Approval Period Purchaser determines in its sole and absolute discretion that the Property is subject to ISRA, Purchaser shall have the option to (i) no member terminate this Agreement, upon written notice to Seller, whereupon the Escrow Agent shall return all of the Caza Group is in violation E▇▇▇▇▇▇ Money to Purchaser, without the consent or joinder of Seller being required and notwithstanding any Lawscontrary instructions which might be provided by Seller, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member instruct Seller to comply with ISRA; provided, however, that in the event the cost of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in Seller’s compliance with Environmental Laws; ISRA would exceed the sum of One Million and no/100 Dollars ($1,000,000.00), as detemined by an environmental consultant reasonably acceptable to Seller and Purchaser, then Seller shall be entitled to terminate this Agreement upon written notice delivered by Seller to Purchaser prior to the Closing Date, whereupon (i) the E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which might be provided by Seller, (ii) Seller shall immediately reimburse Purchaser for all third party out of pocket expenses incurred by Purchaser in connection with this Agreement, and (iii) thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. In the event that Purchaser instructs Seller to comply with ISRA as permitted set forth above, Seller agrees to fully comply with ISRA at its sole cost and expense, which shall include without limitation, making all required submittals to the New Jersey Department of Environmental Protection (“NJDEP”) and performing all investigation and remediation required under ISRA and shall make best efforts to obtain and deliver to Purchaser prior to Closing an Entire Site Response Action Outcome (“R▇▇”) signifying Seller’s completion of all requirements of ISRA concerning the Property (“Seller’s ISRA Obligations”). In the event that it is not commercially reasonable for Seller to obtain a R▇▇ for the Property prior to Closing, Seller shall (i) enter into a reasonable access agreement with Purchaser for the sole purpose of completing Seller’s ISRA Obligations, (ii) submit a Remediation Certification to the NJDEP, which shall include the establishment of a remediation funding source as required by Environmental LawsISRA, there have been no spillsand (iii) diligently pursue completion of Seller’s ISRA Obligations after Closing in a manner that does not interfere with operations of Purchaser or any tenant at the Property. Seller shall provide to Purchaser copies of all documents submitted to the NJDEP in connection with Seller’s ISRA Obligations within five (5) days after such submittal. (c) After Closing, releasesSeller shall be responsible and shall release, deposits or discharges of hazardous or toxic substancesindemnify, contaminants or wastes within the Caza Group's ownershipdefend and hold harmless Purchaser for any and all liabilities, possession or control at responsibilities, claims, suits, damages, costs, liens, fines, penalties, including attorneys’ and consultants’ fees, arising from (i) any timeenvironmental condition existing on, on or from or at, under or in migrating from the Property prior to Closing (“Pre-Existing Environmental Condition”), (ii) any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsRequirements related to a Pre-Existing Environmental Condition, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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;and (iii) Seller’s ISRA Obligations. The indemnity provided in this Section 9.21(c) shall survive Closing. (vd) no ordersAfter Closing, directions, demands or notices have been threatened or have been issued Purchaser shall assume responsibility for the RAP Obligations and remain outstanding pursuant shall be identified as the “person with primary responsibility for permit compliance” on the RAP. Seller and Purchaser shall cooperate to prepare and submit any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of documentation required to transfer the Caza Group has notice of any circumstances that may lead RAP Obligations to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorPurchaser.

Environmental. To the knowledge of any member (a) The Vendor, in respect of the Caza Group: (i) no member of Purchased Business and the Caza Group Purchased Assets, has been and is in violation of compliance with all applicable federal, provincial, municipal and local laws, statutes, ordinances, by-laws and regulations, and others, directives and decisions rendered by any Lawsministry, with respect to environmental, health department or safety matters administrative or regulatory agency (collectively, "Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatments, storage, disposal, transport or handling of any pollutants, contaminants, chemicals or industrial toxic or hazardous wastes or substances ("Hazardous Substances");. (iib) each member The Vendor has obtained all licences, permits, approvals, consents, certificates, registration and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the Caza Group Purchased Business, all of which are described in Schedule 8. Each Environmental Permit is valid, subsisting and in good standing, and the Vendor is not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit. (c) The Vendor, in connection with the Purchased Business, has operated its business at all times and has generated, received, handled, not used or permitted to be used, stored, treated, shipped, recycled and disposed of all waste and contaminants except in compliance with Environmental Laws; (iii) except as permitted by all Environmental Laws, there any of its property (including any of the Leased Property) or facilities to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (d) No building, structure or improvement located on the Real Property or Leased Property is or ever has been insulated with urea formaldehyde insulation, nor do such buildings or structures contain any aluminum wiring or friable asbestos or any other substance containing asbestos. (e) The Vendor has never received any notice of or been prosecuted for non-compliance with any Environmental Laws, nor has the Vendor settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs or construction or capital expenditures to be made with respect to the Purchased Business or the Purchased Assets, nor has the Vendor received notice of any of the same. (f) The Vendor has not caused or permitted, nor does it have been no spillsany knowledge of, releasesthe release, deposits or discharges in any manner whatsoever, of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, Hazardous Substance on or from any of its properties or under or in assets (including any of the real property Leased Property) utilized in the Purchased Business, or any such release on or from a facility owned or leased operated by third parties but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Caza Group at any time;Vendor in connection with the Purchased Business or resulting from the Purchased Business have been disposed of, treated and stored in compliance with all Environmental Laws. (ivg) there have been no releasesThe Vendor has not received any notice that the Vendor is potentially responsible for a federal, deposits or dischargesprovincial, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer local clean-up site or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required corrective action under any Environmental Laws in connection with the operation of its business Purchased Business. The Vendor, in connection with the Purchased Business, has not received any request for information in connection with any federal, provincial, municipal or local inquiries as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group to disposal sites. (h) The Vendor has notice of any circumstances that may lead delivered to the revocation, cancellation or curtailment of any of the same; and (vii) full Purchaser a true and accurate particulars of or, in the case of a document, a complete copy of all environmental or health and safety audits, evaluations, assessments, audits, reviews studies or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing tests relating to the InvestorPurchased Business or Purchased Assets of which it is aware.

Environmental. To Following the knowledge execution of this Agreement, at Buyer's ------------- expense, Buyer may engage engineering or environmental assessment firms reasonably acceptable to Seller, to perform one or more Phase I, Phase II or other environmental assessments for any member or all of the Caza Group: (i) no member of Real Property, including the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters Studio Site and the Tower Site (collectively, the "Environmental LawsAssessments"); (ii) each member . Seller shall cooperate, and shall use reasonable efforts to ensure that any other person in control of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by Real Property, including the Caza Group at any time; Studio Site and the Tower Site, shall also cooperate, with Buyer and such firms in performing such Environmental Assessments. The Environmental Assessments shall initially be ordered promptly, but not later than thirty (iv30) there have been no releasesdays, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of after the date hereof, holds all licensesit being understood that, permitsso long as the initial Environmental Assessment for a piece of property has been ordered within such time, consentsany follow-up Environmental Assessments need not be ordered within such time. Delivery of the Environmental Assessments to Buyer shall not relieve Seller of any obligation with respect to any representation, approvals, agreements, certificates and regulatory approvals required under warranty or covenant of Seller herein or waive any condition to Buyer's obligations herein. If any Environmental Laws Assessment, including any follow-up Environmental Assessment, reveals the existence of Environmental Noncompliance (defined as any condition inconsistent with Section 2.15 hereof), Buyer shall have the right to terminate this Agreement, exercisable by giving written notice thereof to Seller within fifteen (15) days of the receipt by Buyer of any Environmental Assessment, or within such longer period as is reasonable in connection with the operation event further Environmental Assessments are ordered, specifying the nature of its business as presently conducted the Environmental Noncompliance revealed by the Environmental Assessments and the ownership estimated cost of remediation thereof. In the event an Environmental Assessment discloses Environmental Noncompliance that can be remedied by the expenditure of Two Hundred Fifty Thousand Dollars ($250,000) or less, Seller shall remedy the Environmental Noncompliance at its expense prior to the Closing, and use the Closing will otherwise take place in the manner and at the time provided for herein. In the event that the cost of its assets and all such licensesremedying the Environmental Noncompliance will exceed Two Hundred Fifty Thousand Dollars ($250,000), permitsthis Agreement shall terminate unless Buyer agrees to be responsible for the remediation costs in excess of Two Hundred Fifty Thousand Dollars ($250,000), consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member which event the Closing will take place with a reduction of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, Purchase Price in the case amount of a document, a copy of all environmental Two Hundred Fifty Thousand Dollars ($250,000) and Buyer shall be responsible for remedying the problem at its sole cost and expense. Nothing in this Section or health and safety assessments, audits, reviews otherwise in this Agreement shall be construed as creating any third-party beneficiaries or investigations, whether any other rights in draft or final form, which concern in whole or in part (directly or indirectly) parties other than the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorparties hereto.

Environmental. To As used herein, the knowledge term "Environmental Law" means any law, statute, ordinance, rule, regulation, order or material determination of any member governmental authority or agency affecting any of the Caza Group: Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) no member disclosed in any of the Caza Group environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Laws, with respect Environmental Law or is subject to environmental, health any pending or safety matters threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (collectively, "Environmental Laws"); b) no underground storage tanks have been or are now located at any Facility; (iic) each member none of the Caza Group Facilities is now or ever has operated its business at all times and has generatedbeen used for industrial purposes or for the storage, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits treatment or discharges disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, contaminants 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 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 within the Caza Group's ownershipor materials, possession chemical wastes, or control other toxic substances, and (d) no hazardous substances or - xix - toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or dischargesFacility, in violation of applicable Environmental LawsLaws (including, without limitation, asbestos, radon, oil or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly of any hazardous or toxic substances, contaminants or wastes, within fact of which the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued Seller acquires actual knowledge which would cause this representation to become false and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances written notice that may lead to the revocation, cancellation or curtailment of any of Seller receives regarding the same; and matters set forth in this subsection (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investort).

Environmental. To Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Rio Alto Material Adverse Effect: (a) the facilities and operations operated by Rio Alto (and Rio Alto’s Subsidiaries and affiliates) have been conducted, and are now, in compliance with all Environmental Laws; (b) Rio Alto and its Subsidiaries and affiliates are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Rio Alto Real Property Interests and the Rio Alto Mineral Rights and to conduct their respective business as they are now being conducted; (c) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist, other than in the ordinary course of business, with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Rio Alto and its Subsidiaries and affiliates and, to the knowledge of Rio Alto, there is no basis for any member such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business, other than in the Caza Group:ordinary course of business; (id) no member neither Rio Alto nor any of the Caza Group its Subsidiaries or affiliates is in violation of subject to any Lawsproceeding, with respect application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws")and which may require any material work, repairs, construction or expenditures; (iie) each member to the knowledge of the Caza Group has operated Rio Alto and its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Lawsaffiliates, there have been are no spillschanges in the status, releases, deposits terms or discharges conditions of hazardous any Environmental Permits held by Rio Alto or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned its Subsidiaries or leased by the Caza Group at affiliates or any time; (iv) there have been no releasesrenewal, deposits modification, revocation, reassurance, alteration, transfer or discharges, in violation of Environmental Laws, amendment of any hazardous or toxic substancessuch environmental approvals, contaminants or wastesconsents, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenseswaivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, approvalswaivers, agreementspermits, certificates orders and regulatory approvals exemptions that are required under any Environmental Laws in connection with the operation execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Rio Alto or any of its business as presently conducted Subsidiaries or affiliates following the Effective Date; (f) Rio Alto and the ownership its Subsidiaries and use of its assets affiliates have made available to Sulliden all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar information with respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (viig) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorknowledge of Rio Alto, Rio Alto and its Subsidiaries and affiliates are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in material liability under any Environmental Laws.

Environmental. To Seller, the knowledge Acquired Subsidiary and each of any member of the Caza Group: (i) no member of the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times their predecessors have complied and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants are in compliance with all Environmental Laws; (iii) except as permitted by Environmental Laws. Seller and the Acquired Subsidiary have obtained and complied with, there have been no spillsand are in compliance with, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding all Permits that are required pursuant to any Environmental Laws Law for the occupation of its facilities and the operation of the Business. Neither Seller nor the Acquired Subsidiary has received a written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any Environmental Law. To Seller’s Knowledge, none of the following exists at any property or facility currently owned or operated by Seller or the Acquired Subsidiary and none of the following existed at any property or facility previously owned or operated by Seller, the Acquired Subsidiary or any of their predecessors at or before the ▇▇▇▇ ▇▇▇▇▇▇, the Acquired Subsidiary or any of their predecessors ceased to own or operate such property or facility: (a) underground storage tanks; (b) asbestos-containing material in any form or condition; (c) materials or equipment containing polychlorinated biphenyls; or (d) landfills, surface impoundments or disposal areas. None of Seller, the Acquired Subsidiary or any of their predecessors have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and to Seller’s Knowledge, no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or cleanup, or notification to or Consent of any Person, pursuant to any Environmental Laws. Neither Seller nor the Acquired Subsidiary has, either expressly or by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. No facts, events or conditions relating to the business past or assets present facilities, properties or operations of Seller or the Caza Group; (vi) each member of the Caza GroupAcquired Subsidiary will prevent, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under hinder or limit continued compliance with any Environmental Laws in connection with the operation Law, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Law, or give rise to any other Liabilities pursuant to any Environmental Law, including any relating to onsite or offsite releases or threatened releases of its business as presently conducted and the ownership and use of its assets and all such licenseshazardous materials, permitssubstances or wastes, consentspersonal injury, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation property damage or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investornatural resources damage.

Environmental. To the knowledge of any member of the Caza GroupExcept as set forth in Schedule ‎4.15: (ia) no member of To Seller’s knowledge, the Caza Group is Assets are in violation of compliance with Environmental Laws in all material respects (other than any Laws, non-compliance that has been previously cured or otherwise resolved in accordance with respect to environmental, health or safety matters (collectively, "applicable Environmental Laws"); (iib) each member To Seller’s knowledge, during the past twelve (12) months, there has been no release of Hazardous Substances on or from the Caza Group Assets for which there are material investigative or remediation obligations under Environmental Laws and for which remedial or corrective action has operated its business at all times and not been taken pursuant to Environmental Laws or that has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants not been previously cured or otherwise resolved in compliance accordance with applicable Environmental Laws; (iiic) except To Seller’s knowledge, Seller (or the applicable Third Party operator of the applicable Assets) has obtained and is maintaining in full force and effect (and, to the extent applicable, has timely filed applications to renew) all material permits, certificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership of the Assets as permitted currently owned by Seller or any of its Affiliates (the “Environmental LawsPermits”) and no written notice of violation of the terms of such permits, there have certificate, licenses, approvals, and authorizations has been no spillsreceived by Seller or any of its Affiliates, releasesthe resolution of which is outstanding as of the Execution Date; (d) Neither Seller nor any of its Affiliates has entered into, deposits and, to Seller’s knowledge, the Assets are not subject to, any agreements, consents, orders, decrees or discharges judgments of hazardous any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or toxic substancesfuture use, contaminants ownership or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in operation of any of the real property owned or leased by the Caza Group at any timeAssets; (ive) there have been no releasesNeither Seller nor any of its Affiliates has received written notice from any Person of (i) any material violation of, deposits or discharges, in alleged material violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to material non-compliance with any Environmental Laws relating to the business Assets or assets (ii) any release or disposal of any Hazardous Substance concerning any land, facility, asset or property included in the Assets, in each case, that has not been previously cured or otherwise resolved to the satisfaction of the Caza Grouprelevant Governmental Authority and for which Seller has no further material obligations outstanding; (vif) each member Copies of the Caza Group, as all final written reports of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use Affiliates or that are otherwise in Seller’s or any of its assets and all such licensesAffiliates’ possession or control, permitsin each case, consents, approvals, agreements, certificates and regulatory approvals are that have been prepared in full force and effect and no member of the Caza Group has notice of any circumstances that may lead three (3) years prior to the revocationExecution Date have been, cancellation in each case, provided or curtailment of any of made available to Purchaser prior to the sameExecution Date; and (viig) full and accurate particulars of or, in This Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member condition of the Caza Group and which are in Assets (or the possession Assets’ compliance with Environmental Law) or control of any member of Seller’s compliance with, or violation of, Environmental Laws regarding the Caza Group as of the date hereof have been disclosed in writing to the InvestorAssets.

Environmental. To Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Material Adverse Effect on Excellon or as disclosed to Otis: (a) all facilities and operations of Excellon and the Excellon Subsidiaries have been conducted, and are now, in material compliance with all Environmental Laws; (b) Excellon and the Excellon Subsidiaries are in possession of, and in material compliance with, all Environmental Permits required to own, lease and operate the Excellon Properties and Excellon Mineral Rights and to conduct their respective business as they are now being conducted; (c) no Remedial Action obligation or other Environmental Liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Excellon and the Excellon Subsidiaries, and, to the knowledge of Excellon, there is no basis for any member such Environmental Liabilities to arise in the future as a result of the Caza Group:any activity in respect of such property, interests, rights, operations and business; (id) no member of neither Excellon nor the Caza Group Excellon Subsidiaries is in violation of subject to any Lawsproceeding, with respect application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws")and which may require any material work, repairs, construction or expenditures; (e) to the knowledge of Excellon, there are no changes in the status, terms or conditions of any Environmental Permits held by Excellon or the Excellon Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits, consents, waivers, Permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Excellon or the Excellon Subsidiaries following the Effective Date; (f) neither Excellon nor the Excellon Subsidiaries (i) is a party to any litigation or administrative proceeding nor, to the knowledge of Excellon, has any litigation or administrative proceeding been threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to take Remedial Action due to the 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 Remedial Action which arises out of or is related to the Release of any Hazardous Substances, (ii) each member has any knowledge of the Caza Group has operated its business at all times any conditions existing currently which could reasonably be expected to subject it to any material Environmental Liabilities or which require or are likely to require Remedial Action; and (iii) is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants not been named or listed as a potentially responsible party by any Governmental Entity in compliance with a matter arising under any Environmental Laws; (iiig) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted Excellon and the ownership Excellon Subsidiaries have made available to Otis all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar information with respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (viih) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorknowledge of Excellon, neither Excellon nor the Excellon Subsidiaries is subject to any past or present fact, condition or circumstance that would reasonably be expected to result in any material Environmental Liabilty.

Environmental. To the knowledge best of any member W&R, Stanford and AST’s knowledge, all operations of the Caza GroupAST have been conducted, and are now, in compliance with all Environmental Laws. AST is not subject to: (i) no member of the Caza Group is in violation of any Lawsproceeding, with respect application, order or directive which relates to environmental, environmental health or safety matters (collectivelymatters, "Environmental Laws")and which may require any Material work, repairs, construction or expenditures; (ii) each member any demand or notice with respect to the breach of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with any Environmental LawsLaws applicable to AST; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any none of the real property owned properties currently or, formerly owned, leased or leased used by AST (such property, the Caza Group “AST Real Properties”): (A) has never been used by any Person as a waste disposal site or as a licensed landfill, or (B) has ever had asbestos, asbestos-containing minerals, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at any timeor under them; (iv) there no properties adjacent to any of the AST Real Property are contaminated where such contamination could, if it migrated to a AST Real Property, have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsa Material Adverse Effect on that AST Real Property; (v) no ordersAST has not transported, directions, demands removed or notices have been threatened or have been issued and remain outstanding pursuant disposed of any waste to any Environmental Laws relating to the business or assets a location outside of the Caza GroupU.S.; (vi) each member there are no contaminants located in the ground or in groundwater under any of the Caza Group, as AST Real Properties; (vii) AST has not been required by any governmental entity to: (A) alter any of the date hereofAST Real Properties in a Material way in order to be in compliance with environmental laws or regulations, holds or (B) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any AST Real Property; (viii) AST is not aware of, or is subject to: (A) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any work, repairs, construction or expenditures, or (B) any demand or notice with respect to the breach of any environmental laws or regulations applicable to AST; (ix) AST has obtained all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals Material licenses which are required under any applicable Environmental Laws in connection with the operation conduct of its the business as presently conducted and the ownership and use or operations of its assets and all AST. Each of such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are licenses is in full force and effect and AST is in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition: (A) No order has been issued, no member environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the knowledge of AST, threatened by any governmental or regulatory authority with respect to any alleged failure by AST to have any license required under applicable Environmental Laws in connection with the conduct of their business or operations of AST or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or release of any Hazardous Material generated by AST, and to the knowledge of the Caza Group AST Parties, there are no facts or circumstances in existence, which could reasonably be expected to form the basis for any such order, environmental Claim, penalty, investigation or review. (B) AST does not own, operate or lease a treatment, storage or disposal facility requiring a permit under the U.S. Resource Conservation and Recovery Act, as amended, or under any comparable foreign Law; and, without limiting the foregoing, (i) no polychlorinated biphenyl is or has notice been present, (ii) no asbestos or asbestos-containing material is or has been present, (iii) there are no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and (iv) no Hazardous Material has been released in a quantity reportable under, or in violation of, any Environmental Law or otherwise released, in the cases of clauses (i) through (iv), at, on or under any site or facility now or previously owned, operated or leased by AST. (C) AST has not transported or arranged for the transportation of any circumstances Hazardous Material to any location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by non-U.S. or U.S. federal, state or local governmental or regulatory authorities that may lead to the revocation, cancellation or curtailment of any of the same; andenvironmental Claims against AST. (viiD) full and accurate particulars No Hazardous Material generated by AST has been recycled, treated, stored, disposed of or, in the case or released by AST at any location. (E) No written notification of a documentrelease of a Hazardous Material has been filed by or on behalf of AST and no site or facility now or previously owned, a copy operated or leased by AST is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of all sites requiring investigation or clean-up. (F) There have been no environmental or health and safety assessmentsinvestigations, studies, audits, tests, reviews or investigationsother analyses conducted by, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which that are in the possession of, AST in relation to any site or control of any member of the Caza Group as of the date hereof facility now or previously owned, operated or leased by AST which have not been disclosed in writing delivered to eLandia prior to the Investorexecution of this Agreement.

Environmental. To the knowledge of any member of the Caza GroupExcept as described in Schedule 4.19: (i1) Holdco, the Company and the Subsidiaries have complied and are in compliance with all applicable Environmental Laws other than violations which would not have a Material Adverse Effect and there is no member past or present fact, condition or circumstance that, to the Vendors' knowledge, could result in any liability of Holdco, the Company or any of the Caza Group is in violation of Subsidiaries under any Laws, with respect to environmental, health or safety matters (collectively, "applicable Environmental Laws")Laws which would have a Material Adverse Effect; (ii2) each member Holdco, the Company and the Subsidiaries have obtained all material Environmental Permits required for the operation of the Caza Group Business, all of which are described in section (b) of Schedule 4.19. Each such Environmental Permit is valid, subsisting and in good standing and none of Holdco, the Company or any of the Subsidiaries is in default or breach of any Environmental Permit, other than defaults or breaches that would not have a Material Adverse Effect, and no proceeding is pending or, to the Vendors' knowledge, threatened to revoke, amend or limit any material Environmental Permit; (3) none of Holdco, the Company or any of the Subsidiaries has operated used or permitted to be used any of its business at all times past or present properties (including the Real Property and has generatedthe Leased Property) or facilities to generate, receiveduse, handled, used, stored, treated, shipped, recycled and disposed dispose of all waste and contaminants or handle any material quantities of Hazardous Substance except in compliance with Environmental LawsLaws or where non-compliance would not have a Material Adverse Effect; (iii4) except as permitted by Environmental Lawsnone of Holdco, there have been no spills, releases, deposits the Company or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned Subsidiaries has received in the three years preceding the date hereof any written notice of, or leased by been prosecuted for an offence alleging, non-compliance with any Environmental Law. In the Caza Group at ten years preceding the date of this Agreement: (i) none of Holdco, the Company or any time; of the Subsidiaries has been required to pay any amount, whether in respect of a fine, penalty, damages or otherwise, in respect of any proceeding or prosecution for or allegation of non-compliance with any Environmental Law, (ivii) there have been no releases, deposits orders or discharges, in violation directions of Environmental LawsAuthorities communicated in writing to Holdco, the Company or any of the Subsidiaries relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Business or any property of the Company or any of the Subsidiaries and (iii) none of Holdco, the Company or any of the Subsidiaries has made any material expenditure to remediate any contamination caused by the release into the environment of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsHazardous Substance; (v5) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any except in compliance with Environmental Laws relating to or as would not have a Material Adverse Effect, none of Holdco, the business Company or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of orSubsidiaries has caused, allowed or permitted, or has any knowledge of, the release into the environment, in any manner whatsoever, or the case presence of a documentany Hazardous Substance on, a copy under, around or from any of all environmental its past or health present properties (including the Real Property and safety assessmentsthe Leased Property), audits, reviews assets or investigations, whether in draft or final form, which concern facilities. All Hazardous Substances used in whole or in part (directly by Holdco, the Company or indirectly) the current or previous operations of any member of the Caza Group Subsidiaries or resulting from the Business have been disposed of, treated and which stored in compliance with all Environmental Laws, other than for violations that would not have a Material Adverse Effect. Section (e) of Schedule 4.19 identifies, to the knowledge of the Vendors, all of the locations where Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries are being stored or disposed of. No Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries has been disposed of at any location in the possession United States other than as identified in section (e) of Schedule 4.19; (6) there is no requirement to make any filing with, give any notice to or control of obtain any member Environmental Permit as a condition to the lawful consummation of the Caza Group as transactions contemplated by this Agreement, except for those requirements described in section (f) of the date hereof have been disclosed in writing to the InvestorSchedule 4.

Environmental. To (a) Seller is in compliance in all material respects, and Seller at all times has complied in all material respects, with all Environmental, Health, or Safety Requirements of Law applicable to the Business and the Real Property, including, without limitation, the use, maintenance, and operation of the Real Property and all activities and conduct of business related thereto and the treatment, remediation, removal, transport, storage, and disposal of any Contaminant. (b) Seller has obtained, to the extent required by Environmental, Health, or Safety Requirements of Law, all environmental, health, and safety permits, consents, licenses, and other authorizations (collectively, "EHS Permits") necessary for the operation of the Business and the ownership of the Real Property, all such EHS Permits are in good standing, and Seller is currently in compliance with all terms and conditions of such EHS Permits. There are no proceedings pending, or to the Seller's knowledge, threatened, to cancel, revoke or modify the validity of any such EHS Permit. (c) Seller is not a party to any judicial or administrative proceeding, notice, order, judgment, decree, settlement, or, to Seller's knowledge, any investigation, alleging in connection with the Business or the Real Property: (i) any violation of any Environmental, Health, or Safety Requirements of Law, (ii) any Remedial Action, or (iii) any claims, liabilities, or costs arising from the Release or threatened Release of any Contaminant. (d) No Environmental Lien is attached to the Real Property. (e) Seller has not received any written notice, claim, or other written communication concerning (i) any alleged violation of any Environmental, Health, or Safety Requirements of Law at the Real Property, whether or not corrected to the satisfaction of the appropriate authority, (ii) alleged liability of Seller for Environmental Damages arising out of or related to the Business or the Real Property, or (iii) any alleged liability of Seller arising out of or related to the Business or the Real Property for the Release or threatened Release of a Contaminant at any location. There does not exist any writ, injunction, decree, order, penalty, or judgment outstanding or any lawsuit, enforcement action, proceeding, citation, directive, or summons relating to the condition, use, maintenance, or operation of the Real Property or the actual or suspected presence of any Contaminant(s) on the Real Property or the Release of any Contaminant(s) from the Real Property. (f) There has been no Release of any Contaminants and, to the knowledge of Seller, there is no threatened Release of any member Contaminants at, to, on, or from the Real Property which was or is not in compliance with all Environmental, Health, and Safety Requirements of Law. (g) The Real Property is not listed or proposed for listing on the Caza Group:National Priorities List ("NPL") pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA") or listed on the Comprehensive Environmental Response Compensation and Liability Information System List ("CERCLIS") or any similar state list of sites and to Seller's knowledge, there is no condition at the Real Property that, if known to a Governmental Authority, would qualify the Real Property for inclusion on any such list. (h) Seller has not "disposed" (as such term is defined in the Federal Resource Conservation and Recovery Act ("RCRA")) of any "hazardous waste" (as such term is defined in RCRA) at the Real Property in a manner which is not in compliance with the applicable Environmental, Health, and Safety Requirements of Law. (i) no member of Seller has not transported or arranged for the Caza Group is in violation transport of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant Contaminant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws site in connection with the operation Business which is not in compliance with the applicable Environmental, Health, and Safety Requirements of its business as presently conducted Law. (j) Seller has complied with Environmental Health and Safety Requirements of Law in transporting or arranging for the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice transport of any circumstances Contaminant in connection with the Business to any facility or site for the purpose of treatment or disposal. (k) There is not constructed, placed, deposited, stored, disposed, or located on the Real Property any asbestos in any form except in compliance with applicable Environmental, Health, or Safety Requirements of Law. (l) Except for a water sprinkler system located at the Real Property, no underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas, separators, or oil ▇▇▇▇▇, or associated piping, but excluding utility-owned underground improvements, are or have ever been located on the Real Property. (m) There is not constructed, placed, deposited, released, stored, disposed, leaching, or located on the Real Property any polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other equipment that may lead to contain dielectric fluid containing PCBs. (n) Seller has not received any written notice, claim, or other communication alleging liability on the revocation, cancellation or curtailment part of Seller for the violation of any Environmental, Health, or Safety Requirements of Law, for Environmental Damages, or for the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental Release or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations threatened Release of any member of Contaminant in connection with the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorBusiness.

Environmental. To the knowledge of Except as disclosed on Exhibit 9.20, MedClean has never owned or operated any member of the Caza Groupreal property except for leased office space: (ia) To the Best Knowledge of MedClean, no member of real property (or the Caza Group is in violation of subsurface soil and the ground water thereunder) now or previously leased by MedClean (the "Leased Premises") either contains any Laws, with respect to environmental, health Hazardous Substance (as hereinafter defined) or safety matters (collectively, "Environmental Laws")has underneath it any underground fuel or liquid storage tanks; (iib) each member To the Best Knowledge of MedClean, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Caza Group has operated its business at all times and has generatedLeased Premises, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants now or in compliance with Environmental Lawsthe past; (iiic) except as permitted by Environmental LawsMedClean is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) MedClean has not received any written notice and has no actual knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of MedClean, there have been no spillscommunications or agreements with any Governmental Authority or agency (federal, releasesstate, deposits or discharges local) or any private person or entity (including, without limitation, any prior owner of hazardous the Leased Premises and any present or toxic substancesformer occupant or tenant of the Leased Premises) relating in any way to the presence, contaminants or wastes within the Caza Group's ownershiprelease, possession or control at any timethreat of release, placement on or from in the Leased Premises, or under any generation, transportation, storage, treatment or in any of disposal at the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsLeased Premises, of any hazardous Hazardous Substance. MedClean further agrees and covenants that MedClean will not store or toxic substancesdeposit on, contaminants otherwise release or wastesbring onto or beneath, within the Caza Group's ownership, possession or control, into the earth, air or into Leased Premises any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Hazardous Substance prior to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameClosing Date; and (viif) full and accurate particulars of There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to MedClean's Best Knowledge, threatened, against MedClean, and MedClean knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to MedClean's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 9.20, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any Texas state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.20, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (A) fuel oil and natural gas for heating, (B) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (C) materials routinely used in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous day-to-day operations of any member an office, such as copier toner, (D) consumer products, (E) material reasonably necessary and customarily used in construction and repair of the Caza Group an office project, and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor(F) fertilizers, pesticides and herbicides commonly used for routine office landscaping.

Environmental. To the knowledge of any member of Company's best knowledge, except as set forth in the Caza Group: (i) no member of the Caza Group is in violation of any Laws, Loan Agreement and except with respect to environmental, health any other matters that individually or safety matters in the aggregate could not reasonably be expected to result in a Material Adverse Change (collectively, "Environmental Laws");as defined in the Loan Agreement): (iia) each member There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the Caza Group has operated its business at all times and has generated, received, handled, type ordinarily used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws manufactured in connection with the ownership or operation of its business the Mortgaged Property as it is presently conducted operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and 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 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 Mortgaged Property or from any other property which would have an impact on the Mortgaged Property. (d) There are no past or present investigations, administrative proceedings, litigation, regulatory hearings or other action completed, proposed, threatened or pending, alleging noncompliance with or violation of any Environmental Laws or Regulations respecting the Mortgaged Property, or relating to any required environmental permits covering the Mortgaged Property. (e) The Company has disclosed to Lender all reports and investigations commissioned by the Company and relating to Hazardous Substances and the ownership Land and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; andImprovements. (viif) full and accurate particulars of orThere are not now, nor have there ever been, any above ground or underground storage tanks located in or under the case of a document, a copy of all environmental Mortgaged Property. There are no wells on or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) under the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorMortgaged Property.

Environmental. (a) To the knowledge Knowledge of the Seller, there are no underground tanks and related pipes, pumps or other facilities regardless of their use or purpose, whether active or abandoned, at the Real Property. (b) To the Knowledge of the Seller, there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property. The Seller does not sell or lease and has not sold or leased any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Seller is presently and for the past five (5) years has been in compliance with all Environmental Laws applicable to the Real Property, formerly owned, leased or operated locations of the Business, or to the Seller’s Business, and, except as set forth on Schedule 6.18(c), no Environmental Conditions exist that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that, to the Knowledge of the Seller, could be the basis for any liability of any member of the Caza Group:kind pursuant to any Environmental Law. (id) no member of the Caza Group is in violation of any LawsThe Seller has not used, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, receivedmanufactured, refined, transported, treated, stored, handled, useddisposed, storedtransferred, treatedproduced or processed any Hazardous Materials at, shippedunder or upon the Real Property or formerly owned, recycled and disposed of all waste and contaminants leased or operated property, except in compliance with all applicable Environmental Laws; (iii) except as permitted by Environmental Laws, ; there have has been no spillsRelease or Threat of Release of any Hazardous Material at, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any the vicinity of the real Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and there has been no Release or Threat of Release of any Hazardous Material at, under or in the vicinity of property formerly owned or leased by the Caza Group at any time; (iv) there have been no releasesSeller that requires or may require reporting, deposits or dischargesinvestigation, in violation of Environmental Lawsassessment, of any hazardous or toxic substancescleanup, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water remediation or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding type of response action by the Seller pursuant to any Environmental Laws Law. (e) The Seller has not (i) entered into or been subject to any consent decree, compliance order or administrative order relating to any Environmental Law with respect to the business Real Property or assets formerly owned, leased or operated property of the Caza Group;Business; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (vif) each member of the Caza Group, as of the date hereof, holds (i) There currently are effective all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals Permits required under any Environmental Laws in connection with Law that are necessary for the Seller’s activities and operations at the Real Property and for the operation of its business as presently conducted the Business; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or conditions. (g) The Real Property and the ownership and use of its assets and all such licensesBusiness will not require a material capital expenditure or annual operating expense increase during the one year following the Closing Date to achieve compliance with any Environmental Law. (h) The Seller has delivered, permitsor caused to be delivered, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy Buyer copies of all environmental or health documents, records and safety assessments, audits, reviews or investigations, whether information in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the its possession or control concerning Environmental Conditions and potential liability under Environmental Laws, including previously conducted environmental site assessments, compliance audits, asbestos surveys and documents regarding any Release of any member of Hazardous Materials at, upon or from the Caza Group as of the date hereof have been disclosed in writing to the InvestorReal Property or formerly owned or leased property, spill control plans and environmental agency reports and correspondence.

Environmental. To Seller has not conducted any business therefor is in compliance with all Environmental Laws. None of the knowledge operations of Seller or the Acquisition Assets are the subject of federal, state or local investigation evaluating whether any remedial action is needed to respond to a release of any member Hazardous Substance or toxic waste or constituent into the environment. Seller has not (and no other Person has) filed any notice under any federal, state or local law indicating that Seller is responsible for the release into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, or that any such substance, waste or constituent has been released from or is improperly stored upon the Caza Group: (i) no member Acquisition Assets or the land on which they are situated. To Seller's knowledge, Seller does not otherwise have any liability or contingent liability in connection with any violation of Environmental Laws or in connection with the Caza Group release or threatened release into the environment or the improper storage of any Hazardous Substance or toxic waste or constituent related to the Acquisition Assets. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operations of Seller related to the Acquisition Assets, including, without limitation, present or past treatment, storage, disposal or release of a Hazardous Substance or toxic waste into the environment, have been duly obtained or filed, and Seller is in violation compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. To Seller's knowledge, there has been no release or threatened release of any Laws, with respect to environmental, health Hazardous Substances or safety matters toxic waste on or from the Acquisition Assets or the land on which they are situated that either (collectively, "Environmental Laws"); (iia) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants is not in compliance with Environmental Laws; Laws or (iiib) except as permitted by could create an obligation or liability of Seller under Environmental Laws, and there have been are no spills, releases, deposits storage tanks or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, other containers on or under any from the Acquisition Assets or under the land on which they are situated from which Hazardous Substances or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, other contaminants or wastes, within the Caza Group's ownership, possession or control, may be released into the earthsurrounding environment. No claims, air are pending or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant by third parties against Seller alleging liability for exposure to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws Hazardous Substances in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licensesAcquisition Assets. There have been no environmental investigations, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessmentsstudies, audits, reviews or investigations, whether in draft other analyses conducted by or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of Seller regarding from the Caza Group as of the date hereof Acquisition Assets which have not been disclosed in writing delivered to the InvestorPurchaser.

Environmental. To the knowledge of BlueStream has never owned or operated any member of the Caza Groupreal property except for leased office space: (ia) To the Best Knowledge of BlueStream, no member of real property (or the Caza Group is in violation of subsurface soil and the ground water thereunder) now or previously leased by BlueStream (the "Leased Premises") either contains any Laws, with respect to environmental, health Hazardous Substance (as hereinafter defined) or safety matters (collectively, "Environmental Laws")has underneath it any underground fuel or liquid storage tanks; (iib) each member To the Best Knowledge of BlueStream, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Caza Group has operated its business at all times and has generatedLeased Premises, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants now or in compliance with Environmental Lawsthe past; (iiic) except as permitted by Environmental LawsBlueStream is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) BlueStream has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of BlueStream, there have been no spillscommunications or agreements with any Governmental Authority or agency (federal, releasesstate, deposits or discharges local) or any private person or entity (including, without limitation, any prior owner of hazardous the Leased Premises and any present or toxic substancesformer occupant or tenant of the Leased Premises) relating in any way to the presence, contaminants or wastes within the Caza Group's ownershiprelease, possession or control at any timethreat of release, placement on or from in the Leased Premises, or under any generation, transportation, storage, treatment or in any of disposal at the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsLeased Premises, of any hazardous Hazardous Substance. BlueStream further agrees and covenants that BlueStream will not store or toxic substancesdeposit on, contaminants otherwise release or wastesbring onto or beneath, within the Caza Group's ownership, possession or control, into the earth, air or into Leased Premises any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Hazardous Substance prior to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameClosing Date; and (viif) full and accurate particulars of There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, in the case to BlueStream's Best Knowledge, threatened, against BlueStream, and BlueStream knows of a documentno facts or circumstances which might give rise to any future litigation, a copy of all environmental proceeding, citizen's suit or health and safety assessments, audits, reviews governmental or investigations, whether in draft or final formother investigation, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group relate to BlueStream's compliance with environmental laws, regulations, rules, guidelines and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorordinances.

Environmental. To (a) Except as otherwise disclosed on Schedule 2.35 attached hereto, (i) none of the Operating Partnership, the Company, any of the Subsidiaries nor, to the knowledge of the Operating Partnership and the Company, any member other owners of the Caza Group: (i) no member of the Caza Group is in violation of property at any Laws, with respect to environmental, health time or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group any other party has operated its business at all times and has generated, receivedany time, handled, used, stored, treated, shippedtransported, recycled and manufactured, spilled, leaked, or discharged, dumped, transferred or otherwise disposed of all waste and contaminants or dealt with, Hazardous Materials (as hereinafter defined) on, in, under, to or from any real property leased, owned or controlled, including any real property underlying any loan held or to be held by the Company or the Subsidiaries (collectively, the "Real Property"), other than by any such action taken in compliance with all applicable Environmental Laws; Statutes (hereinafter defined) or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (ii) the Operating Partnership and the Company do not intend to use the Real Property or any subsequently acquired properties for the purpose of using, handling, storing, treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential, retail or commercial properties owned by the Operating Partnership; (iii) except as permitted by Environmental Lawsnone of the Operating Partnership, there have been no spillsthe Company, releasesnor any of the Subsidiaries knows of any seepage, deposits leak, discharge, release, emission, spill, or discharges dumping of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, Hazardous Materials into waters on or adjacent to the Real Property or any other real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; (iv) none of the Operating Partnership, the Company, nor any of the Subsidiaries has received any notice of, or has any knowledge of any occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under or pursuant to any federal, state or local environmental statute, regulation or rule or under common law, pertaining to Hazardous Materials on or originating from any of the Real Property or any assets described in the Exchange Act Reports or any other real property owned or occupied by any such party or arising out of the conduct of any such party, including without limitation a claim under or pursuant to any Environmental Statute; (v) the Real Property is not included or, to the Company's and the Operating Partnership's knowledge, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the "EPA") or, to the Operating Partnership's and the Company's knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Statute or issued by any other Governmental Authority (as hereinafter defined); (vi) in the operation of the Company's and the Operating Partnership's businesses, the Company acquires, before acquisition of any real property, an environmental assessment of the real property owned and, to the extent they become aware of any condition that could reasonably be expected to result in liability associated with the presence or leased by release of a Hazardous Material, or any violation or potential violation of any Environmental Statute, the Caza Group at Company and the Operating Partnership take all commercially reasonable action necessary or advisable (including any timecapital improvements) for clean up, closure or other compliance with such Environmental Statute; (ivb) there have been no releasesAs used herein, deposits or discharges"Hazardous Material" includes, in violation of Environmental Lawswithout limitation any flammable explosives, of any radioactive materials, hazardous or materials, hazardous wastes, toxic substances, contaminants or wastesrelated materials, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water asbestos or any municipal hazardous material as defined by any federal, state or other sewer local environmental law, regulation or drain water systems; (v) no ordersrule including, directionswithout limitation, demands or notices have been threatened or have been issued the Comprehensive Environmental Response, Compensation, and remain outstanding pursuant to any Environmental Laws relating to the business or assets Liability Act of the Caza Group; (vi) each member of the Caza Group1980, as of amended, 42 U.S.C. Sections 9601-9675 ("CERCLA"), the date hereofHazardous Materials Transportation Act, holds all licensesas amended, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.49 U.S.

Environmental. To (a) Borrower is currently in compliance with all Environmental Laws (as defined below) which compliance includes, but is not limited to, the knowledge possession by Borrower of any member of the Caza Group: (i) no member of the Caza Group is in violation of any all permits and other governmental authorization required under applicable Environmental Laws, and compliance in all material respects with respect the terms and conditions thereof, except in any case where the failure to environmental, health or safety matters (collectively, "Environmental Laws")be in compliance would not have a Material Adverse Effect; (iib) each member Borrower has not stored, disposed of or arranged for disposal of any Materials of Environmental Concern (as defined below) on any of the Caza Group has operated its business at all times and has generatedreal property, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants except in compliance with applicable Environmental Laws; (iiic) except as permitted by Borrower has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower is not in full compliance with Environmental Laws, and there are no circumstances that may prevent or interfere with such full compliance in the future. There is no Environmental Claim (as defined below) pending or, to Borrower's best knowledge, threatened against, or which has been made known to, Borrower. (d) during the period the facilities have been held by Borrower, its affiliates or, to Borrower's best knowledge, its predecessors in interest, there have been no spillsactions, releasesactivities, deposits circumstances, conditions, events or discharges incidents, including, without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or disposal of hazardous any Hazardous Substance (as defined below), that could form the basis of any Environmental Claim against Borrower under any Environmental Law or toxic substancesMedical Waste Law (as defined below) in effect at, contaminants or wastes within the Caza Group's ownership, possession or control at any timetime prior to, on or from or under or the Loan Closing. (e) Without in any way limiting the generality of the real foregoing, to Borrower's best knowledge, (i) there are no underground storage tanks located on the property owned or leased by Borrower or the Caza Group Subsidiaries, (ii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by Borrower or the Subsidiaries, and (iii) no polychlorinated biphenyls ("PCBs") are used or stored at any time;property owned or leased by Borrower or the Subsidiaries. (ivf) there have been no releasesWith respect to the generation, deposits transportation, treatment, storage and disposal or dischargesother handling or tracking of Medical Waste (as defined below), Borrower is in violation of Environmental compliance with all Medical Waste Laws, of except in any hazardous or toxic substances, contaminants or wastes, within case where the Caza Group's ownership, possession or control, into failure to be in compliance would not have a Material Adverse Effect. The following terms shall have the earth, air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.following meanings:

Environmental. To (i) Except as disclosed in Schedule 4.01(p) or as would not reasonably be expected to cause a Loss to the knowledge Coors Business in excess of any member of the Caza Group$2,500,000, a Molson Coors Group Company or a Coors Joint Venture: (iA) no member has obtained and is in compliance with, and has at all times since January 1, 2003 been in compliance with, all Environmental Permits that are required for the lawful operation of the Caza Group Coors Business or the occupation of the CBC Real Property or of any property or facility owned or operated by a Coors Joint Venture (in the case of the Coors Joint Ventures, to CBC’s knowledge); (B) has at all times since January 1, 2003 complied with, and is in compliance with, all applicable Environmental Laws with respect to the Coors Business or which could result in any liability to the Company (in the case of the Coors Joint Ventures, to CBC’s knowledge); and (C) has received no written or oral notice or other information (other than such of the foregoing which have been fully resolved) regarding, any violation of any LawsEnvironmental Law or any liability, including without limitation any investigatory, remedial or corrective obligation, relating to the Coors Business or the CBC Real Property or of any property or facility owned or operated by a Coors Joint Venture and arising under Environmental Laws (in the case of the Coors Joint Ventures, to CBC’s knowledge). (ii) Except as disclosed in Schedule 4.01(p) or as would not reasonably be expected to, individually or in the aggregate, cause a Loss to the Coors Business in excess of $2,500,000, with respect to the Coors Business or the Molson Coors Contributions, no Molson Coors Group Company or, to CBC’s knowledge, Coors Joint Venture has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any Hazardous Substance), owned or operated any property or facility used in the Coors Business (including without limitation the CBC Real Property) which is or has been contaminated by any substance, so as to give rise to any current or future liabilities, including any such liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigative, corrective or remedial obligations, pursuant to the CERCLA or any other Environmental Laws. (iii) No Molson Coors Group Company or, to CBC’s knowledge, Coors Joint Venture has been identified as a potentially responsible party at any federal or state National Priority List site or analogous state site with respect to the Coors Business, other than as would not reasonably be expected to cause a Loss to the Coors Business in excess of $2,500,000. (iv) MCBC has delivered to M▇▇▇▇▇ or its Representatives true and complete copies and results of all material reports, studies, analyses, tests, monitoring results or other material documents in the possession or under the reasonable control of a Molson Coors Group Company pertaining to Hazardous Substances in, on, at, to, under or from the CBC Real Property or any other current or former property or facility used in the Coors Business, concerning compliance by a Molson Coors Group Company with Environmental Laws, or materially bearing on any environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member liabilities relating to the past or current operations or facilities of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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;Coors Business. (v) no ordersExcept as set forth on Schedule 4.01(p), directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets none of the Caza Group;following exists at any of the CBC Real Properties or, to CBC’s knowledge, at any property owned or operated by a Coors Joint Venture: (A) underground storage tanks; (B) asbestos containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; (D) groundwater monitoring w▇▇▇▇, drinking water w▇▇▇▇, or production water w▇▇▇▇; or (E) landfills, surface impoundments, or disposal areas. (vi) each member of With respect to the Caza GroupCoors Business or the Molson Coors Contributions, as of the date hereofto CBC’s knowledge, holds all licensesno CBC Group Company or Coors Joint Venture has, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the either expressly or by operation of its business as presently conducted and the ownership and use of its assets and all such licenseslaw, permitsassumed, consentsundertaken, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of or provided an indemnity with respect to any circumstances that may lead material or potentially material liability relating to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEnvironmental Laws.

Environmental. To the knowledge of any member of the Caza Group: (i) no member Schedule 3.2(h)(i)-A sets forth a list of all material Environmental Permits held by PacifiCorp for the operation of the Caza Group Idaho Power Acquired Assets. Except as set forth on Schedule 3.2(h)(i)-B, (1) PacifiCorp (to the extent related to the Idaho Power Acquired Assets) is in compliance with all applicable Environmental Laws, (2) to PacifiCorp’s Knowledge, PacifiCorp possesses all Environmental Permits required under Environmental Laws for the operation of the Idaho Power Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Populus Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) and is in compliance with such Environmental Permits; and (3) PacifiCorp has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the Idaho Power Acquired Assets is subject to termination, modification or revocation. (ii) Except as set forth on Schedule 3.2(h)(ii), to PacifiCorp’s Knowledge neither PacifiCorp nor any Affiliate of PacifiCorp has received within the last five (5) years and at any prior time, any written notice, report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any LawsLiabilities or potential Liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Idaho Power Acquired Assets arising under or relating to Environmental Laws or regarding Hazardous Materials. (iii) Except as set forth on Schedule 3.2(h)(iii), (1) to PacifiCorp’s Knowledge, PacifiCorp has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the Idaho Power Acquired Assets that could form a basis for an Environmental Claim, and (2) PacifiCorp has not received written notice of any Environmental Claims related to the Idaho Power Acquired Assets that have not been fully and finally resolved and, to PacifiCorp’s Knowledge, no such Environmental Claims are pending or threatened against PacifiCorp. (iv) Except as set forth on Schedule 3.2(h)(iv), to PacifiCorp’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by PacifiCorp or, to PacifiCorp’s Knowledge, otherwise located on any of the Idaho Power Acquired Assets. (v) Except as set forth on Schedule 3.2(h)(v), with respect to environmentalthe Idaho Power Acquired Assets, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes to PacifiCorp’s Knowledge within the Caza Group's ownership, possession or control last five (5) years and at any prior time, on PacifiCorp has not assumed or from or retained, by contract or, to PacifiCorp’s Knowledge, by operation of law, any obligation under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Law or concerning any Hazardous Materials with respect to the business or assets of the Caza Group;Idaho Power Acquired Assets. (vi) each member Schedule 3.2(h)(vi) lists all of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead material environmental reports relating to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which Idaho Power Acquired Assets that are in the possession or reasonable control of any member PacifiCorp, copies of the Caza Group as of the date hereof which have been disclosed in writing made available to the InvestorIdaho Power.

Environmental. (i) All facilities and operations of Goldrock and the Goldrock Subsidiaries have been conducted, and are now, in all material respects in compliance with all Environmental Laws; (ii) Goldrock and the Goldrock Subsidiaries are in possession of, and in compliance, in all material respects, with, all Environmental Permits that are required to own, lease and operate the Goldrock Property and Goldrock Mineral Rights and to conduct their respective business as they are now being conducted; (iii) To the knowledge of Goldrock, no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any member portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Goldrock and the Goldrock Subsidiaries and, to the knowledge of Goldrock, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) Neither Goldrock nor any of the Caza Group: (i) no member of the Caza Group Goldrock Subsidiaries is in violation of subject to any Lawsproceeding, with respect application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generatedwhich may require any material work, receivedrepairs, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits construction or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsexpenditures; (v) To the knowledge of Goldrock, there are no orderschanges in the status, directions, demands terms or notices have been threatened or have been issued and remain outstanding pursuant to conditions of any Environmental Laws relating to Permits held by Goldrock or any of the Goldrock Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Goldrock or assets any of the Caza GroupGoldrock Subsidiaries following the Effective Date; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted Goldrock and the ownership Goldrock Subsidiaries have made available to Fortuna all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar information with respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (vii) full To the knowledge of Goldrock, Goldrock and accurate particulars of orthe Goldrock Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the case of aggregate, constitute a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorGoldrock Material Adverse Effect.

Environmental. To Landlord hereby warrants and represents to the best of its knowledge of any member of the Caza Group: (i) no member of the Caza Group is in violation of any Lawsthat, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Lawsset forth below, there have been no spillsthe Premises does not contain asbestos, releasesPCB transformers, deposits or discharges of other hazardous, toxic or contaminated materials or substances, or underground fuel storage tanks or any other material or substance which is defined or classified as hazardous or toxic substancesunder federal, contaminants state or wastes within local law (the Caza Group's ownershipaforementioned all of which collectively shall hereinafter be referred to as “Hazardous Materials”). Landlord hereby covenants and agrees to indemnify and hold harmless Tenant and its directors, possession officers, employees, successors, legal representatives and assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or control in any way connected with or alleged or claimed to arise out of, result from or be in any way connected with (a) the use or occupancy of the Premises by the Landlord or any previous owner/occupant/user of the Premises, or any portion thereof, prior to Tenant’s occupancy of the Premises; (b) the use or occupancy of the Premises by any subsequent owner/occupant/user of the Premises, or any portion thereof, after Tenant’s occupancy of the Premises terminates; (c) violations by any prior or subsequent owner/occupant/user of the Premises of local, state and/or federal laws and regulations, including all applicable environmental laws and regulations as well as any liabilities, resulting from the practices of the prior or subsequent owner/occupant/user whether or not such practices were or could be deemed a violation of such laws and regulations; and (d) contamination of the Premises by Landlord or by its agents or employees during the Term hereof. Landlord’s obligations under Section 23 of this Lease shall survive the expiration or earlier termination of this Lease. Landlord has had a standard Phase I environmental audit (“First Audit”) performed on the Premises. Tenant has approved the nature and extent of the First Audit. Tenant has accepted the nature and extent of the testing done by the consultant and any testing requested by Tenant over and above a standard Phase I audit shall be paid for by Tenant. Tenant hereby covenants and agrees to indemnify and hold harmless Landlord and its directors, officers, employees, successors, legal representatives and assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or in any way connected with or alleged or claimed to arise out of, result from or be in any way connected with (a) the use or occupancy of the Premises by the Tenant or any occupant/user of the Premises, or any portion thereof, during the Term of this Lease; and (b) violations by Tenant or any occupant/user of the Premises during the Term of this Lease of local, state and/or federal laws and regulations, including all applicable environmental laws and regulations as well as any liabilities resulting from the practices of Tenant or any occupant/user of the Premises during the Term of this Lease whether or not such practices were or could be deemed a violation of such laws and regulations. The indemnification provided by Tenant in the preceding sentence shall not be applicable if it can be demonstrated that the Hazardous Materials found on the Premises were present on the Premises prior to the Commencement Date, nor shall it be applicable in the event that the source of any contamination is from adjacent properties or otherwise as a result of the actions of the Landlord, its agent or employees. Landlord understands that Tenant is relying solely on the Landlord’s warranties and representations made hereunder and the results of the First Audit, regarding the existence of any Hazardous Materials on or about the Premises. Tenant, at any timetime and from time to time during the Term of the Lease, shall have the right to conduct inspections, tests, surveys and other studies for the purpose of identifying the existence in, on or from or about the Premises of Hazardous Materials. It is understood, however, that Tenant shall have no obligation to make such inspection, tests, surveys and studies and the fact that Tenant does not make them shall in no way reduce the Tenant’s rights nor the Landlord’s obligations under or in this Lease. All exceptions to the foregoing representations and warranties are listed below: None, except any of the real property owned or leased matters revealed by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorFirst Audit.

Environmental. To ‌ (a) There are no pending or outstanding Agency Actions concerning the knowledge of any member Facility or the Premises with respect to Environmental Laws applicable to Seller, the Facility or the Premises, and Seller’s operation and use of the Caza Group:Facility. The Premises have at all times been in compliance with all applicable Environmental Laws. There are no writs, injunctions, decrees, orders or judgments outstanding, or any notices, actions, suits, Proceedings or investigations pending or threatened involving Seller relating to (i) no member its compliance with any Environmental Laws with respect to any of the Caza Group Facility Assets or the Premises, or (ii) the Release of any Hazardous Substances at the Premises. (b) All Permits required by Environmental Laws and necessary for the operation of the Facility as configured and as operated by Seller have been obtained, are currently in effect, and are set forth in Schedule 3.7(b); Seller’s operations at the Premises and in connection with the Facility Assets are in compliance with all the requirements of such Permits; and there is no circumstance or condition that would preclude continued operation of the Facility Assets, including the Premises, under any of these Permits. (c) Seller has delivered to Buyer all information, reports, notices or inquiries from any Governmental Authority received by Seller relating to the Environmental Conditions at, upon or beneath the Facility or the Premises regardless of whether such Environmental Conditions were caused by or arose from Seller’s operation of the Facility. (d) Each of the Facility Assets and Seller are in compliance with all Environmental Laws. There are no circumstances, conditions or proposed regulations which could reasonably be expected to prevent or substantially interfere with Buyer’s compliance with Environmental Laws in connection with Buyer’s operation of the Facility Ownership Interest and use of the Premises in the foreseeable future in a manner consistent with Seller’s operation of the Facility during the term of the PPA. (e) Hazardous Substances have not been generated, used, treated or stored on, or transported to or from, any of the Premises in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws");. (iif) each member There is no asbestos contained in or forming any part of any building, building component, structure or other asset that is part of the Caza Group Facility Assets, and no asbestos is or has operated its business at all times and has generated, received, handled, used, been stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have or otherwise been no spills, releases, deposits present at the Premises or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at Facility Assets, and Seller does not have any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws liability for asbestos in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licensesuse, permitsoperation, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation renovation or curtailment demolition of any of the same; andFacility Assets. (viig) full There has been no Release or threatened Release of Hazardous Substances at, on, under or from any of the Premises or at, on, under or from any property adjoining any of the Premises. (h) In connection with its ownership and accurate particulars operation of orthe Facility Assets, Seller has disposed of all wastes, including those containing any Hazardous Substances, in compliance with all Environmental Laws, and Seller has not received any notice or claim of liability for any on- or off-site Release or threatened Release of Hazardous Substances. (i) There are not now, and never have been, any above-ground or underground storage tanks or PCB-containing transformers or equipment located at the case of a documentPremises. (j) Seller has provided Buyer with all reports, a copy of all environmental or health and safety assessmentssurveys, auditsstudies, reviews or correspondence, investigations, tests and environmental sampling and analyses (whether commissioned by Seller or otherwise) relating in draft any way to the environmental condition of any of the Facility Assets or final formSeller’s compliance with Environmental Laws in the operation of the Facility, which concern in whole the use of the Facility Assets, or in part otherwise. (k) Seller has not received any written request for information nor any written notification that it is a potentially responsible party under CERCLA or any similar state Environmental Law, including any such request or notification relating directly or indirectly) the current or previous operations of indirectly to any member of the Caza Group Facility Assets, and which are in the possession or control of any member none of the Caza Group as of Premises is proposed to be listed or is listed on the date hereof have been disclosed in writing to the InvestorNational Priorities List under CERCLA or any similar state Environmental Law requiring environmental investigation or cleanup.

Environmental. To the knowledge of any member of the Caza Group: Except as disclosed on Schedule 4.10 or otherwise affirmatively disclosed by Seller to Purchaser, (i) no member of the Caza Group to Seller's knowledge, Seller is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business and at all times has been in compliance in all material respects with applicable Environmental Laws in connection with the conduct of Seller's business at the Tucson Facility, and Seller has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants not received any unresolved oral or written communication from a governmental or regulatory body or other Person that alleges that Seller is not in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation conduct of its business at the Tucson Facility; (ii) to Seller's knowledge, Seller holds, and is in material compliance with all permits and governmental authorizations required for Seller to conduct its business at the Tucson Facility in compliance with Environmental Law; (iii) to Seller's knowledge, Seller has not received any communications alleging that Seller is liable to any party (including, but not limited to, a governmental or regulatory body) as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member a result of the Caza Group release, spill, disposal or discharge of a Hazardous Substance into the environment at, on or under the Tucson Facility or at a facility or location at which Seller has notice sent, transported, disposed or arranged for the disposal of Hazardous Substances from the Tucson Facility; (iv) to the Seller's knowledge, there have been no release, spill or discharge of Hazardous Substances into the environment at, on or under the Tucson Facility; (v) there are no pending or, to the knowledge of Seller, threatened notices of deficiency, notices of violation, information requests, orders, or judicial or administrative actions involving alleged violations by Seller, or Seller's employees, agents, contractors or invitees of any circumstances that may lead Environmental Law at the Tucson Facility; and (vi) to the revocationSeller' knowledge, cancellation Seller has provided, or curtailment of any of the same; and (vii) full made available, to Purchaser with complete and accurate particulars of or, in the case of a document, a copy copies of all environmental or health reports, studies, surveys, and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole similar material documents commissioned by Seller or in part (directly Seller's possession with respect to non-compliance with Environmental Laws at the Tucson Facility, or indirectly) the current release, spilling, disposal or previous operations discharge of any member of Hazardous Substances into the Caza Group and which are in environment at the possession or control of any member of Tucson Facility, within the Caza Group as of the date hereof have been disclosed in writing to the Investorlast three years.

Environmental. To the knowledge of Except as disclosed on Exhibit 9.24, Vairex has never owned or operated any member of the Caza Groupreal property except for leased office space: (ia) To the Best Knowledge of Vairex, no member of real property (or the Caza Group is in violation of subsurface soil and the ground water thereunder) now or previously leased by Vairex (the "Leased Premises") either contains any Laws, with respect to environmental, health Hazardous Substance (as hereinafter defined) or safety matters (collectively, "Environmental Laws")has underneath it any underground fuel or liquid storage tanks; (iib) each member To the Best Knowledge of Vairex, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Caza Group has operated its business at all times and has generatedLeased Premises, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants now or in compliance with Environmental Lawsthe past; (iiic) except as permitted by Environmental LawsVairex is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) Vairex has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of Vairex, there have been no spillscommunications or agreements with any Governmental Authority or agency (federal, releasesstate, deposits or discharges local) or any private person or entity (including, without limitation, any prior owner of hazardous the Leased Premises and any present or toxic substancesformer occupant or tenant of the Leased Premises) relating in any way to the presence, contaminants or wastes within the Caza Group's ownershiprelease, possession or control at any timethreat of release, placement on or from in the Leased Premises, or under any generation, transportation, storage, treatment or in any of disposal at the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsLeased Premises, of any hazardous Hazardous Substance. Vairex further agrees and covenants that Vairex will not store or toxic substancesdeposit on, contaminants otherwise release or wastesbring onto or beneath, within the Caza Group's ownership, possession or control, into the earth, air or into Leased Premises any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Hazardous Substance prior to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameClosing Date; and (viif) full and accurate particulars of There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, in the case to Vairex's Best Knowledge, threatened, against Vairex, and Vairex knows of a documentno facts or circumstances which might give rise to any future litigation, a copy of all environmental proceeding, citizen's suit or health and safety assessments, audits, reviews governmental or investigations, whether in draft or final formother investigation, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group relate to Vairex's compliance with environmental laws, regulations, rules, guidelines and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorordinances.

Environmental. To the knowledge The Borrower covenants and agrees to keep or cause each Mortgaged Property to be kept free of any member of the Caza Group: (i) no member of the Caza Group is Hazardous Materials in violation of any LawsGovernmental Requirement and, without limiting the foregoing, the Borrower shall not cause or permit any such Mortgaged Property to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce or process Hazardous Materials, except in compliance with respect to environmentalall applicable Governmental Requirements, health nor shall the Borrower cause or safety matters permit, as a result of any intentional or unintentional act or omission on the part of the Borrower or any tenant, subtenant or occupant, a release of Hazardous Materials in violation of any Governmental Requirement onto any such Mortgaged Property or onto any other property. If Hazardous Materials are present at a Mortgaged Property in violation of the requirements of this Section 6.09, the Borrower shall: a. CONDUCT AND COMPLETE ALL INVESTIGATIONS, STUDIES, SAMPLING AND TESTING, AND ALL REMEDIAL, REMOVAL AND OTHER ACTIONS NECESSARY TO CLEAN UP AND REMOVE ALL HAZARDOUS MATERIALS ON, UNDER OR FROM SUCH MORTGAGED PROPERTY IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, RULES, REGULATIONS AND POLICIES (collectivelyINCLUDING, WITHOUT LIMITATION, HAZARDOUS MATERIALS LAWS), TO THE REASONABLE SATISFACTION OF THE BANK, AND IN ACCORDANCE WITH THE ORDERS AND DIRECTIVES OF ALL GOVERNMENTAL AUTHORITIES; b. DEFEND, INDEMNIFY AND HOLD HARMLESS THE BANK, ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS (THE "Environmental LawsBANK INDEMNIFIED PARTIES") FROM AND AGAINST ANY CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO ("ENVIRONMENTAL LOSSES"). i. the presence, disposal, release or threatened release of any Hazardous Materials on, over, under, from or affecting such Mortgaged Property or the soil, water, vegetation, buildings, personal property, persons or animals thereon; ii. any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; iii. any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials; and/or iv. any violation of laws, orders, regulations, requirements or demands of Governmental Authorities, which are based upon or in any way related to such Hazardous Materials, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, court costs and litigation expenses. Notwithstanding any provision hereof, the Borrower does not indemnify the Bank Indemnified Parties against any Environmental Losses (i) caused by any Bank Indemnified Party, (ii) each member arising from the breach, violation or threatened violation of any applicable Hazardous Materials Laws which first occurs after the Bank takes actual possession of a Mortgaged Property pursuant to a foreclosure of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed Mortgage encumbering the same or pursuant to a transfer pursuant to a power of all waste and contaminants sale or deed in compliance with Environmental Laws; lieu of foreclosure thereof; or (iii) except as permitted any release, discharge, disposal or presence of Hazardous Materials caused by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case a receiver of a document, Mortgaged Property or which first occurs while a copy receiver is in possession of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorsuch Mortgaged Property.

Environmental. (a) The Purchased Business, the Leased Property and the Premises have been and are in material compliance with all Environmental Laws. (b) The Vendor has not used or permitted to be used, except in compliance with all Environmental Laws, the Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of any member of the Caza Group:Vendor, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Leased Property or the Premises and the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material. (id) no member of the Caza Group The Vendor is in violation of not responsible for any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water Cleanup or any municipal other remedy or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required liability under any Environmental Laws in connection with the operation Leased Property, the Premises, the Purchased Assets or the Purchased Business. The Vendor has never received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has the Vendor settled any allegations of its business as presently conducted any such non-compliance prior to prosecution. There are no written notices, orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the Vendor that it is or may be responsible for, any work, repairs, construction or material capital expenditures to be made under Environmental Laws with respect to the Purchased Business, the Leased Property, the Premises or the Purchased Assets. The Vendor has never received a written claim or notice and otherwise has no knowledge of potential liability or actual liability, relating to any Cleanup at any off-site location arising out of the ownership and use Vendor's or any other person's activities or operations at the Leased Property or the Premises. (e) The Vendor has not caused or permitted, nor has there been to the knowledge of its assets the Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the - 38 - Leased Property or the Premises or the Purchased Business or any such Release on or from a facility which was previously owned or leased, or any such Release, to the Vendor's knowledge, on or from a facility owned or operated by any third party but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. (f) All Hazardous Substances and all such licenses, permits, consents, approvals, agreements, certificates other wastes and regulatory approvals are in full force other materials and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern substances used in whole or in part (directly by the Vendor in connection with the Purchased Business or indirectly) resulting from the current or previous operations of any member operation of the Caza Group Purchased Business have been disposed of, treated and which are stored by the Vendor in compliance with all Environmental Laws. (g) The Vendor has made available to the Purchaser all documents in the Vendor's possession or under its control of relating to compliance by the Vendor with or claims against the Vendor under Environmental Laws or to any member of other environmental or occupational health and safety matter in connection with the Caza Group as of Leased Property, the date hereof have been disclosed in writing to Premises or the InvestorPurchased Business.

Environmental. To the knowledge of any member of Company’s best knowledge, except as set forth in the Caza Group: (i) no member of the Caza Group is in violation of any Laws, Loan Agreement and except with respect to environmental, health any other matters that individually or safety matters in the aggregate could not reasonably be expected to result in a Material Adverse Change (collectively, "Environmental Laws");as defined in the Loan Agreement): (iia) each member There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the Caza Group has operated its business at all times and has generated, received, handled, type ordinarily used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws manufactured in connection with the ownership or operation of its business the Mortgaged Property as it is presently conducted operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and 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 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 Mortgaged Property or from any other property which would have an impact on the Mortgaged Property. (d) There are no past or present investigations, administrative proceedings, litigation, regulatory hearings or other action completed, proposed, threatened or pending, alleging noncompliance with or violation of any Environmental Laws or Regulations respecting the Mortgaged Property, or relating to any required environmental permits covering the Mortgaged Property. (e) The Company has disclosed to Mortgagee all reports and investigations commissioned by the Company and relating to Hazardous Substances and the ownership Land and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; andImprovements. (viif) full and accurate particulars of orThere are not now, nor have there ever been, any above ground or underground storage tanks located in or under the case of a document, a copy of all environmental Mortgaged Property. There are no ▇▇▇▇▇ on or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) under the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorMortgaged Property.

Environmental. To Sublessee agrees not to cause or permit any “Hazardous Materials” as defined in this Sublease to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the knowledge of any member of the Caza Group: (i) no member of the Caza Group is in violation of any LawsPremises by Sublessee, with respect to environmentalits agents, health employees, subtenants, assignees, licensees, contractors or safety matters invitees (collectively, "Environmental Laws"“Sublessee’s Parties”); , except in accordance with all applicable local, state and federal laws. Concurrently with the execution of this Sublease and annually thereafter, within thirty (ii30) days of written request from Sublessor (which request shall not be made more than once annually, unless required in by Landlord, or to satisfy Applicable Legal Requirements or an Event of Default is continuing), Sublessee agrees to complete and deliver to Sublessor an environmental questionnaire in a reasonable form to be supplied by Sublessor. In addition to and not in replacement of Sublessor’s obligation in the immediately preceding sentence, Sublessee shall deliver to Sublessor a list identifying each member type of Hazardous Material (other than Customary Office Materials used in accordance with Applicable Legal Requirements ), including the Caza Group has operated its business at all times types and has amounts, being or to be generated, receivedproduced, handledbrought upon, used, stored, treated, shipped, recycled and treated or disposed of by or on behalf of Subtenant in or about or on the Premises, the Building, or the Property (a “Hazardous Substances List”) within thirty (30) days of the effective date of this Sublease and within sixty (60) days of any material change to such Hazardous Substances List. For illustrative purposes, a “material change” shall include, without limitation, the introduction of a new category or classification of Hazardous Materials. In addition, Sublessee shall timely furnish all waste disclosures required pursuant to the terms of the Primary Lease as it relates to Hazardous Materials. Upon the expiration or earlier termination of this Sublease, Sublessee agrees to promptly remove from the Premises, at its sole cost and contaminants expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises or any portion thereof by Sublessee or any of the Sublessee’s Parties. To the fullest extent permitted by law, Sublessee agrees to promptly indemnify, protect, defend and hold harmless Sublessor and Sublessor’s partners, officers, directors, employees, agents, successors and assigns (collectively, “Sublessor Indemnified Parties”) from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises and which are caused or permitted by Sublessee or any of the Sublessee’s Parties. Sublessee agrees to promptly notify Sublessor of any release of Hazardous Materials in the Premises which Sublessee becomes aware of during the Term of this Sublease, whether caused by Sublessee or any other persons or entities. In the event of any release of Hazardous Materials caused or permitted by Sublessee or any of the Sublessee’s Parties, Sublessor shall have the right, but not the obligation, to cause Sublessee to immediately take all steps Sublessor deems necessary or appropriate to remediate such release and prevent any similar future release to the satisfaction of Sublessor or Landlord. At all times during the Term of this Sublease upon at least twenty-four (24) hours prior written notice to Sublessee, provided Sublessee shall have the right to have a representative of Sublessee accompany Sublessor, Sublessor will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Sublessee is in compliance with Environmental Laws; (iii) except as permitted by Environmental Lawsthe terms of this Sublease regarding Hazardous Materials. As used in this Sublease, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of term “Hazardous Materials” shall mean and include any hazardous or toxic substancesmaterials, contaminants substances or wasteswastes as now or hereafter designated under any law, within statute, ordinance, rule, regulation, order or ruling of any agency of the Caza Group's ownershipCommonwealth of Massachusetts, possession or control, into the earth, air or into any body of water United States Government or any municipal local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls, and freon and other chlorofluorocarbons. The provisions of this paragraph will survive the expiration or other sewer or drain water systems; (vearlier termination of this Sublease. This Section 18(W) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating shall be in addition to the business or assets requirements of the Caza Group; (vi) each member Primary Lease regarding Hazardous Substances. Sublessee shall also comply with all of the Caza Groupobligations and make all required disclosures with respect to Hazardous Substances caused, as of the date hereofpermitted, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation generated or curtailment of introduced by Sublessee or any of the same; and (vii) full and accurate particulars of or, Sublessee’s Parties as outlined in the case Primary Lease. If any transportation to or from, or any storage, use or disposal of a documentHazardous Materials on or about, a copy the Premises, or any other portion of the Building, the Building Site, or the Project by Sublessor or Sublessor’s agents or contractors results in any unpermitted release of or contamination by Hazardous Substances to the air, surfaces, soil or surface or ground water at the Property, or any loss or damage to person or property, Sublessor hereby agrees to indemnify, defend, and hold Sublessee and ▇▇▇▇▇▇▇▇▇’s partners, shareholders, members, managers, officers, directors, agents, servants, and employees harmless from and against any and all environmental or health claims, damages, losses, penalties, costs, expenses and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern fees (including reasonable attorneys’ fees) arising in whole or in part (directly or indirectly) the current or previous operations out of any member such occurrence. Such indemnity, defense, and hold harmless obligations of Sublessor shall survive the expiration of the Caza Group and which are Term or earlier termination of this Sublease. For purposes of this Section 18(W), the term “Premises” shall specifically be deemed to include the Sublessee Fire Control Area (defined in the possession or control of any member of the Caza Group as of the date hereof have been disclosed Section 18(CC) below) in writing addition to the Investorloading dock areas utilized by Sublessee pursuant to Section 18(Y) below).

Environmental. To the knowledge of any member of the Caza Group: (i) no member of the Caza Group Buyer represents and warrants that it is in violation of any Lawscompliance, and covenants that it shall be in compliance, with respect all applicable federal, state and local environmental laws and regulations and any related compliance orders (including any decrees issued pursuant thereto), which are applicable to environmentalthe handling, health processing or safety matters reclamation of (collectively, "Environmental Laws"); (iior other management activities associated with) each member of the Caza Group recyclable materials. CAI has operated its business at all times not and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except does not make any representation or warranty to Buyer as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in to whether any of the real property owned Goods constitute or leased by contain: (a) any “hazardous waste” (as that term is defined in any applicable federal and state law, and implementing regulations), (b) any “hazardous substance” (as that term is defined in any applicable federal and state law, and implementing regulations), or (c) any substance that would render the Caza Group at any time; material unfit for its intended use. BUYER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS AGAINST CAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES FOR ANY ALL LOSS, LIABILITY, COST AND EXPENSE (ivINCLUDING WITHOUT LIMITATION STATUTORY AND COMMON LAW LIABILITY, INVESTIGATION AND REMEDIATION COSTS, COURT COSTS, ATTORNEYS’ AND CONSULTANTS’ FEES, PERSONAL INJURY AND PROPERTY DAMAGE) there have been no releasesARISING OUT OF ANY OF THE FOREGOING. LIMITATION OF LIABILITIES. CAI WILL HAVE NO LIABILITY FOR ANY DAMAGES RELATING TO INDIRECT, deposits or dischargesINCIDENTAL, in violation of Environmental LawsCONSEQUENTIAL OR SPECIAL DAMAGES OF ANY DESCRIPTION, of any hazardous or toxic substancesWHETHER ARISING OUT OF CONTRACT, contaminants or wastesNEGLIGENCE, within the Caza Group's ownershipTORT, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorOR OTHERWISE. UNDER NO CIRCUMSTANCES WILL CAI’S LIABILITY FOR ANY CAUSE HEREUNDER EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE APPLICABLE GOODS. ▇▇▇▇▇ AGREES THAT ALL OF THE LIMITATIONS SET FORTH HEREIN ARE AGREED UPON ALLOCATIONS OF RISK.

Environmental. To Neither the knowledge Company nor any of its subsidiaries has received any member notice 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 best of the Caza Group: (iCompany's knowledge, any of its predecessors in interest) no member at, upon or from any of the Caza Group is property now or previously owned or leased under contract for purchase by the Company or any of its subsidiaries, or affiliated partnerships in violation of any Lawsapplicable 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 whole. Neither the Company nor any of its subsidiaries has received notice or demand nor to the best of the Company's knowledge is it aware that there has been a material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its subsidiaries, except for any such spill, discharge, leak, emission, injections, escapes, dumpings or 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 material adverse change in the business, business prospects, financial condition, results of operations or properties of the Company and its subsdiaries taken as a whole, Ther terms "hazardous wastes", "toxic wastes", "hazardous substances", and "medical wastes", shall have the meanings specified in any applicable local, state, federal and foreign laws of regulations with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorprotection.

Environmental. To Except as set forth on Schedule 2.9, and except as would not reasonably be expected to result in any Seller or the knowledge of Real Property incurring material liability under any member applicable Environmental Law (as defined below), (a) each Seller is and has been in compliance in all material respects during the last five (5) years from the date hereof with all Environmental Laws applicable to the Business, the Purchased Assets, and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all permits, licenses or other authorizations required by Environmental Law for the operation of the Caza Group: Business or use of the Real Property, (ib) no member of claims are pending or, to Seller’s Knowledge, threatened against any Seller, the Caza Group is in Business, the Purchased Assets or the Real Property alleging a violation of any Lawsof, with respect to environmentalor liability under, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, (c) to Seller’s Knowledge, there have been are no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within conditions resulting from the Caza Group's ownership, possession or control at any time, on or from or under or in any operations of the real property owned Business or leased by existing at or resulting from the Caza Group at Purchased Assets or any time; (iv) there have been no releases, deposits Real Property that would reasonably be expected to result in the owner or discharges, in violation operator of the Business or the Real Property incurring material liability under Environmental Laws, (d) to Seller’s Knowledge, there has been no release by any Seller of Hazardous Materials on, at, or under any hazardous Real Property, (e) there is no pending or, to Seller’s Knowledge, threatened Action by any Person arising from or toxic substances, contaminants related to electromagnetic spectrum pollution or wastes, within emissions generated by or originating from the Caza Group's ownership, possession Stations or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating otherwise related to the business or assets operation of the Caza Group; Business by Sellers, (vif) each member to Seller’s Knowledge, the operations of the Caza GroupBusiness do not materially exceed the permissible levels of exposure to RF radiation specified in the Communications Laws or under Environmental Laws, as of (g) during the last five (5) years from the date hereof, holds all licensesno Seller has received any written request for information, permits, consents, approvals, agreements, certificates and regulatory approvals required notice of violation or other communication from any Governmental Entity or third party alleging a violation of or liability under any Environmental Laws in connection with the operation of its business as presently conducted Law, and the ownership and use of its assets and all such licenses(h) each Seller has made available, permitsor will make available prior to Closing, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy Buyer copies of all material non-privileged environmental or health and safety assessments, audits, reviews investigations or investigationsother similar environmental reports relating to the Business, whether in draft the Purchased Assets or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which Real Property that are in the possession of such Seller and that have been obtained in the last five (5) years. For purposes of this Agreement, the following terms have the following meanings: (i) “Environmental Law” shall mean any and all federal, state or control local laws (including common law), statutes, rules, regulations, codes, policies, ordinances, orders, injunctions and directives, in effect on or prior to the Closing Date: (a) related to releases or threatened releases of, or exposure to, any Hazardous Materials; (b) governing the use, treatment, storage, disposal, transport or handling of any member Hazardous Materials; or (c) related to pollution or the protection of the Caza Group Environment or human or worker health and safety (with respect to management of or exposure to hazardous substances). Such Environmental Laws include, without limitation, the following federal laws: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Emergency Planning & Community Right-to-Know Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Occupational Health and Safety Act, as it relates to management of or exposure to hazardous substances, and the date hereof have been disclosed in writing Toxic Substances Control Act.; (ii) “Hazardous Materials” shall mean (A) all chemicals, materials, substances or wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant,” or words of similar meaning, defined, listed, classified, regulated or prohibited under any Environmental Law, (B) all petrochemical or petroleum products or oil, and (C) any other chemical, material, substance, emission or media exposure to the Investorwhich may be harmful to human health or is prohibited, limited or regulated by any Environmental Law; and (iii) “Environment” shall mean surface waters, ground waters, surface water sediment, soil, subsurface strata, buildings, indoor air, ambient air and other environmental medium.

Environmental. To the knowledge of any member of the Caza Group: (i) no member of the Caza Group is in violation Keep any property either owned or operated by it free of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); Liens; (ii) each member of the Caza Group has operated its business at comply in all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance material respects with Environmental Laws; Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) except as permitted by Environmental Lawsto the extent the Borrower has knowledge thereof, there have been no spillspromptly and in any event within two (2) Business Days of becoming aware thereof, releases, deposits provide the Agents written notice of any Release of a Hazardous Material in excess of any reportable quantity from or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control onto property at any time, on or from or under or in any of the real property time owned or leased operated by the Caza Group at it and take any time; Remedial Actions required to a▇▇▇▇ said Release; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, provide the Agents with written notice within the Caza Group'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; ten (v10) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets days of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment receipt of any of the samefollowing: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any Guarantor; and (viiB) full commencement of any Environmental Action or notice that an Environmental Action will be filed against the Borrower or any Guarantor; and accurate particulars of or, in the case (C) notice of a documentviolation, citation, request for information or other administrative order which could reasonably be expected to have a copy Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectlyA) the current generation, presence, disposal, Release or previous operations threatened Release of any member Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by the Borrower or any Guarantor for which the Borrower or any Guarantor is alleged to be responsible, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Caza Group and which are in presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the possession presence or control Release of such Hazardous Materials, (D) any violation of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEnvironmental Law and/or (E) any Environmental Action filed against any Agent or any Lender.

Environmental. To the knowledge of any member (a) Except as disclosed in Section 3.18(a) of the Caza GroupDisclosure Schedule: (i) to the Knowledge of Seller, no member Releases of Hazardous Materials have occurred prior to Closing at, from, or to any property or the Caza Group is in violation of assets currently or previously owned, leased or operated by Seller or its respective predecessors during the period they were owned, operated or leased by Seller or at any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws")other time; (ii) each member there are no past, pending, or threatened Environmental Claims against Seller; (iii) to the Knowledge of the Caza Group Seller, Seller has operated its business at obtained all times required Environmental Permits and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants is in compliance with such Environmental Permits and applicable Environmental Law; (iv) there are no underground storage tanks owned by Seller, or located at any facility owned, leased or operated by Seller and, to the Knowledge of Seller, any underground tanks previously situated at any such facility were removed in accordance with Environmental Laws; (iiiv) except as permitted by there are no facts, circumstances, or conditions that could reasonably be expected to restrict, under any Environmental LawsLaw or Environmental Permit in effect prior to or at the Closing Date, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession occupancy, use or control at transferability of any timeproperty now owned, on operated, leased or from or under or in any of otherwise used by Seller during the real property owned period they were owned, operated or leased by Seller, as the Caza Group case may be, or to give rise to any Liability under the Environmental Laws pertaining to any property now or at any time; (iv) there have been no releasesother time owned, deposits operated, leased or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Groupotherwise used by Seller; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required Seller has not received a request under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameEnvironmental Laws for information relating to any property now or at any time owned, operated, leased or otherwise used by Seller, or to which or at which Seller’s wastes were stored, transported or disposed of by or on behalf of Seller; (vii) there are no unsatisfied financial assurance or closure requirements under the Environmental Laws pertaining to any property currently or previously owned, leased or operated by Seller or its predecessors; (viii) any contaminant levels resulting from any Releases of Hazardous Materials at or from the properties now or at any other time owned, operated, leased or otherwise used by Seller during the period they were owned, operated or leased by Seller, as the case may be, meet applicable remediation standards under applicable Environmental Law; (ix) none of the properties currently or previously owned, operated, leased or otherwise used by Seller or its predecessors are now or have in the past been listed on the National Priorities List of sites under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. §9601 et seq.) (“CERCLA”), the CERCLA Information System, or any comparable state or local environmental database during the period they were owned, operated or leased by Seller; (x) to the Knowledge of Seller, there is no asbestos-containing material, lead-based paint or equipment containing polychlorinated biphenyls located at any of the facilities or properties now used by Seller or its Affiliates; (xi) Seller has not provided information to any Governmental Entity of any actual, threatened or suspected Releases of Hazardous Materials or any violation of an Environmental Permit, term or other requirement of Environmental Laws; (xii) there is no Liability nor has Seller received any notice with respect to the cleanup or investigation at any facility or property resulting from the arrangement (with a transporter or otherwise) for treatment, storage or disposal of Hazardous Materials by Seller or by any other party; (xiii) to the Knowledge of Seller, there is no Liability with respect to storage of Hazardous Materials at any facility or property by Seller or by any other Person; (xiv) there is no Liability with respect to transportation of Hazardous Materials by Seller to a facility or property owned or operated by any other Person; (xv) Seller has complied in all material respects with all Environmental Laws, including those Laws applicable to the transportation and management of Hazardous Materials; and (viixvi) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, there are no audits, reviews reports, analyses, sampling results or investigationssimilar documents relating to environmental, whether in draft health and/or safety matters at any property now or final formformerly owned, which concern in whole operated or in part (directly leased by Seller that were prepared for Seller or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession of Seller or control any of any member of the Caza Group as of its representatives, including their attorneys or consultants, that have not been provided or made available to Buyer prior to the date hereof have been disclosed of this Agreement. (b) As used in writing to the Investor.this Agreement:

Environmental. To the knowledge of any member of the Caza Group: (i) no member of the Caza Group is extent in violation of any LawsSeller’s actual possession, Seller has delivered to Purchaser or made available all environmental or geological reports with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member the Property. All of the Caza Group has operated its business at all times representations and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants warranties contained in compliance with Environmental Laws; (iii) except as permitted this paragraph 5 are made by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, Seller as of the date hereof. All references elsewhere in this Contract to “Seller’s knowledge” or “Seller’s actual knowledge”, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation “best of its business as presently conducted and the ownership and use Seller’s knowledge” or words of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar import (i) shall refer solely to the revocationcurrent, cancellation actual knowledge (as opposed to constructive, deemed or curtailment imputed knowledge) of ProFrac Holdings, LLC. Notwithstanding anything in this Contract to the contrary, in the event that any of the same; and Seller’s representations or warranties in this Contract become untrue or materially inaccurate between the Effective Date and the date of Closing, Seller shall promptly notify Purchaser of same before Closing in writing, whereupon Purchaser shall as its sole and exclusive alternative remedies have the right to either (viii) full terminate this Contract within three (3) days of receipt of notice of such fact by giving written notice of termination to Seller within said period and accurate particulars the parties shall have no further obligations hereunder, or (ii) waive any claim or cause of or, in action relating to such fact and proceed to Closing. In the case event that Purchaser does not give a written notice of a document, a copy termination to Seller within three (3) days of all environmental receipt of notice of the untruth or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations material inaccuracy of any member representation, the foregoing right of termination shall be deemed null and void and of no further force and effect, and Purchaser waives the right to bring any action as a result of such breach or inaccuracy. Purchaser expressly acknowledges that the Property is being sold and accepted AS-IS, WHERE-IS WITH ALL FAULTS, and, except as expressly set forth in this Section 5, Seller makes no representations or warranties, express or implied with respect to the physical condition or any other aspect of the Caza Group Property. Purchaser represents and which are in the possession warrants that Purchaser (or control of any member of the Caza Group as of the date hereof its representatives) have been disclosed in writing afforded the opportunity to fully and thoroughly inspect the InvestorProperty and shall have satisfied itself therewith if Purchaser proceeds to Closing.

Environmental. To Except as would not reasonably be expected to result, individually or in the knowledge aggregate, in fines or penalties under Environmental Laws or environmental remediation costs required to be incurred under Environmental Laws in excess of any member $5 million ("Material Environmental Liability"): (a) Except as disclosed on Schedule 3.6, the Owned Real Property and Leased Real Property comply in all material respects with and, to the General Partner's Knowledge, have previously been operated in compliance in all material respects with all Environmental Laws. Except as disclosed on Schedule 3.6, none of the Caza Group: InterMedia Companies has (i) generated, stored, used, treated, handled, discharged, released or disposed of any Hazardous Substances at, on, under, in or about, to or from or in any other manner affecting, any Owned Real Property or Leased Real Property, (ii) transported any Hazardous Substances to or from any Owned Real Property or Leased Real Property or (iii) undertaken or caused to be undertaken any other activities relating to the Owned Real Property or Leased Real Property, which could reasonably be expected to give rise to liability under any Environmental Law and, to the General Partner's Knowledge, no member other present or previous owner, tenant, occupant or user of any Owned Real Property or Leased Real Property or any other Person has committed or suffered any of the Caza Group foregoing. Except as disclosed on Schedule 3.6, to the General Partner's Knowledge, no release of Hazardous Substances outside the Owned Real Property or Leased Real Property has entered or threatens to enter any Owned Real Property or Leased Real Property, nor is there any pending or threatened Litigation based on Environmental Laws which arises from any condition of the land adjacent to or immediately surrounding any Owned Real Property or Leased Real Property. Except as disclosed on Schedule 3.6, no Litigation based on Environmental Laws which relates to any Owned Real Property or Leased Real Property or any operations or conditions on it (i) has been asserted or conducted in violation of any Laws, the past or is currently pending against or with respect to environmentalany of the InterMedia Companies or, health to the General Partner's Knowledge, any other Person or safety matters (collectively, "Environmental Laws"); (ii) each member of to the Caza Group General Partner's Knowledge, is threatened or contemplated. (b) Except as disclosed on Schedule 3.6, (i) to the General Partner's Knowledge, no aboveground or underground storage tanks regulated under the Environmental Laws are currently or have been located on any Owned Real Property or Leased Real Property, (ii) to the General Partner's Knowledge, no Owned Real Property or Leased Real Property has operated its business been used at all times any time as a gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Lawsto the General Partner's Knowledge, there have been no spillsbuilding or other structure on any Owned Real Property or Leased Real Property contains friable asbestos, releasesor asbestos-containing material. (c) The General Partner has provided Buyer with complete and correct copies of (i) all material studies, deposits reports, surveys or discharges other written materials, which to the General Partner's Knowledge, are in the possession of hazardous the General Partner or toxic substancesthe InterMedia Companies relating to the presence or alleged presence of Hazardous Substances at, contaminants or wastes within the Caza Group's ownershipon, possession or control at any time, on or from or under or affecting the Owned Real Property or Leased Real Property, (ii) all material written notices (other than general notices made by general publication) or other material written materials in any the possession of the real property owned General Partner or leased by the Caza Group at InterMedia Companies that were received from any time; (iv) there have been no releases, deposits Governmental Authority having the power to administer or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to enforce any Environmental Laws relating to the business or assets potential liability under Environmental Laws arising out of the Caza Group; (vi) each member current or past ownership, use or operation of the Caza Group, as Owned Real Property or Leased Real Property or activities at the Owned Real Property or Leased Real Property and (iii) all materials in the possession of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under General Partner or the InterMedia Companies relating to any material Litigation or material allegation by any private third party concerning any Environmental Laws in connection with the operation of its business as presently conducted Law and the ownership and use of its assets and all such licensesrelating to InterMedia's Business, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of orexcepting, in the case of a documentclauses (i), a copy of all environmental or health (ii) and safety assessments(iii), audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing such materials that were prepared by legal counsel to the InvestorInterMedia Companies and constitute privileged attorney work product or communications.

Environmental. To Subject to the knowledge of any member Airport Closure Letter and Seller's disclosure that (i) the operation of the Caza Groupaircraft maintenance and repair services at the Leasehold Improvements involves the Use (as defined below) of Hazardous Materials and (ii) one Tenant of each of the Arizona Corporate Center Property and the Centerpark Plaza I Property may have improperly disposed of certain chemicals: (iA) no member of To Seller's Actual Knowledge, Seller and the Caza Group is Realty are not and will not be in violation of any Lawsfederal, with respect state or local law, ordinance or regulation relating to environmentalindustrial hygiene, health soil, water, or safety matters (collectivelyenvironmental conditions on, "Environmental Laws"); (ii) each member of under or about the Caza Group has operated its business at all times and has generatedRealty, receivedincluding, handledbut not limited to, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with the Environmental Laws; (iiiB) except To Seller's Actual Knowledge, during the period that Seller has owned the Realty there has been no use, presence, disposal, storage, generation, release, or threatened release (as permitted by those terms are used in the Environmental Laws, there have been no spillsand are hereinafter collectively referred to as "Use") of Hazardous Materials on, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or the Realty, except as disclosed by Seller to Buyer in any of the real property owned or leased by the Caza Group at any timewriting; (ivC) there have been To Seller's Actual Knowledge, no releasesUse of Hazardous Materials occurred on, deposits from or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within under the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant Realty prior to any Environmental Laws relating Seller taking title to the business or assets of the Caza Group; (vi) each member of the Caza GroupRealty, except as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws disclosed by Seller to Buyer in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the samewriting; and (viiD) full and accurate particulars of orTo Seller's Actual Knowledge, in during the case of a documentperiod that Seller has owned the Realty, a copy of all environmental there has been no enforcement action or health and safety assessmentslitigation brought or threatened against Seller or the Realty, audits, reviews nor any settlements reached by or investigations, whether in draft with any party or final form, which concern in whole or in part (directly or indirectly) parties alleging the current or previous operations Use of any member of Hazardous Materials on, from or under the Caza Group and which are Realty, except as disclosed by Seller to Buyer in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorwriting.

Environmental. Except as set forth on Schedule 2.17 hereto: 2.17.1 Sellers are, and to Seller's Knowledge at all times have been, in material compliance with all applicable Environmental Laws. To the knowledge Sellers' Knowledge: (a) during each Seller's respective period of ownership or operation of any member Real Property, that Seller has been in material compliance with all applicable Environmental Laws; or (b) any material noncompliance is listed on Schedule 2.17 and has been remediated in accordance with applicable Environmental Laws. To Sellers' Knowledge, all tenants or other persons or entities that use any portion of any Real Property of Sellers or any improvements thereon included in the Caza Group:Acquired Businesses are conducting their operations in material compliance with all applicable Environmental Laws. (i) 2.17.2 Since January 1, 2004, no member Seller has received any request for information, notice of the Caza Group is in claim, demand or other notification regarding any potential liability under or violation of any Environmental Laws, and Sellers have no Knowledge that any Seller is or may be in material violation of any Environmental Law or may be potentially responsible with respect to environmentalany investigation or clean-up of any Hazardous Materials. 2.17.3 During each Seller's respective period of ownership or operation of Real Property, health that Seller has not, and to Sellers' Knowledge, no other Person has, disposed, discharged, caused a Release (as defined under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq.), injected or safety matters (collectivelyotherwise placed any Hazardous Materials into, "on or under the soils, surface water or groundwater at, on, under or from any portion of any Real Property of Sellers or improvements thereon, except for any Release of Hazardous Materials incidental to and in the ordinary course of operating the Acquired Businesses and then in compliance with applicable Environmental Laws"); (ii) each member . To Sellers' Knowledge, no portion of any structures on any of the Caza Group has operated its business at all times Acquired Assets contain any asbestos that is not fully encapsulated. Sellers have no Knowledge of a Release of any Hazardous Materials at, on, under or from any Real Property of Sellers that could subject an owner or operator of such Real Property to any claim or liability or that could reasonably be expected to require investigation, removal or remediation. 2.17.4 Sellers do not store, generate or handle, nor do Sellers allow any tenant or other person to store, generate or handle, any Hazardous Materials at, on or under any of the Real Property of Sellers or improvements thereon except for such Hazardous Materials that are stored or handled incidental to and has generated, received, handled, used, stored, treated, shipped, recycled in the ordinary course of operating the Acquired Businesses and disposed of all waste and contaminants then in material compliance with Environmental Laws;. (iii) except as permitted by Environmental Laws2.17.5 To Sellers' Knowledge, there have been no spillsunderground storage tanks, releases, deposits aboveground storage tanks or discharges drums of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at Hazardous Materials are present on any time, on or from or under or in portion of any of the real property owned Real Property of Sellers or leased by the Caza Group at any time;improvements thereon. (iv) there 2.17.6 Sellers have obtained, and are and have been no releasesin material compliance with, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to all Licenses required by any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with for the operation of its business as presently conducted and the ownership and use of its assets Acquired Businesses, and all such licenses, permits, consents, approvals, agreements, certificates Licenses are current and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead effect. 2.17.7 Sellers have delivered or made available to Buyer, to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are extent in the possession or reasonable control of Sellers, true and complete copies and results of any member environmental reports, studies, audits, analyses, tests or monitoring pertaining to any Real Property of Sellers or improvements included in the Caza Group as of the date hereof have been disclosed in writing to the InvestorAcquired Businesses.

Environmental. To Except as disclosed in the knowledge of any member of Coretec Disclosure Letter, or as would not, individually or in the Caza Groupaggregate, result in a Material Adverse Effect on Coretec: (i) no member Neither Coretec nor any of the Caza Group Coretec Subsidiaries is in violation of or has violated or has any Lawsliability under, with respect any Environmental Law and there are no facts, circumstances or conditions existing, initiated or occurring prior to environmental, health or safety matters (collectively, "the Effective Date which could result in liability under Environmental Laws");. Without limiting the generality of the foregoing: (i) there has been no Environmental Condition at, on, under or from any of the properties currently owned, leased or operated by Coretec or any Coretec Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Coretec’s or the applicable Coretec Subsidiary’s ownership, tenancy or operation of such property; (ii) there has been no Environmental Condition at, on, under or from any of the properties formerly owned, leased or operated by Coretec or any Coretec Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Coretec’s or any Coretec Subsidiary’s ownership, tenancy or operation of such property; (iii) none of the real property currently leased or operated by Coretec or the Coretec Subsidiaries contains underground improvements, including but not limited to treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Contaminants, and no portion of such real property is or has been used as a dump or landfill or consists of or contains filled-in land or wetlands; and (iv) neither PCB’s, “toxic mold,” asbestos-containing materials, nor any contamination are present on or in the real property currently or previously owned, operated or leased by Coretec or the Coretec Subsidiaries or the improvements thereon. (ii) each member Neither Coretec nor any Coretec Subsidiary has received any notice, demand, claim or request for information or other written communication alleging that Coretec or any Coretec Subsidiary (i) is actually, potentially or allegedly liable under any Environmental Law for an Environmental Condition, or (ii) may be in violation of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with or have any liability under any Environmental Laws;Law. (iii) except as permitted Coretec and each Coretec Subsidiary has applied for and maintains all Environmental Approvals and Coretec and such Coretec Subsidiaries are in compliance in all material respects with the Environmental Approvals. (iv) Neither Coretec nor any of the Coretec Subsidiaries has arranged, by contract, agreement or otherwise, for the transportation, disposal or treatment of Contaminants at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws, there have been and no spillssuch location, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in nor any of the real property owned currently owned, operated, or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water Coretec or any municipal of the Coretec Subsidiaries is listed on any governmental list or other sewer or drain water systems;database of properties that may require Remediation. (v) no ordersNo authorization, directionsnotification, demands recording, filing, consent, waiting period, Remediation or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals approval is required under any Environmental Laws Law in connection with order to consummate the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorArrangement.

Environmental. To Except as set forth in Section 4.13(a) of the knowledge Seller Disclosure Schedules, and except with respect to the stores listed in Section 4.13(b) of the Seller Disclosure Schedules (the “Retained Stores”) for which no representation, warranty or covenant is made by Seller under this Section 4.13 or any other representation, warranty or covenant with respect to environmental matters and for which Seller will have no liability whatsoever to (i) any Buyer Indemnified Party relating to any breaches of the representations or warranties herein with respect to any environmental matter or (ii) any Third Parties arising out of, resulting from or relating to any Environmental Conditions, Environmental Claims, Environmental Liabilities, or other environmental matters: (a) to the Knowledge of Seller, each of the Acquired Entities is, and has been during the past three years, in compliance in all material respects with all applicable Environmental Laws; (b) (i) each of the Acquired Entities has all material Environmental Authorizations that are required by applicable Environmental Law for such Acquired Entity to carry on its Business as currently conducted and (ii)(A) none of the Acquired Entities has received from any Governmental Authority or any other Person within the past three years written notification that any such material Environmental Authorization (1) is not in full force and effect, or (2) has been violated in any material respect, (B) there is currently no Proceeding pending or threatened, in writing, regarding suspension, revocation, modification or cancellation of any member such Environmental Authorization and (C) there are no Orders of any Governmental Authority outstanding against any of the Caza Group:Acquired Entities arising under Environmental Laws; (c) there is no material Environmental Claim currently pending or, to the Knowledge of Seller, threatened in writing against any of the Acquired Entities; (i) no member of all underground storage tanks (the Caza Group is “UST”) located on the Real Property and all other UST owned or operated by any Acquired Entity have been registered and are currently registered with the appropriate Governmental Authority and all required registration fees and transfer charges and Taxes or impositions therefor and UST fees for state reimbursement trust fund (the “UST Fund”) eligibility have been paid in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); full; (ii) each member of the Caza Group Acquired Entities has operated its business at taken all times actions necessary to establish and maintain eligibility for UST Fund reimbursement, where available, under applicable Environmental Laws; (iii) all UST satisfy the most recent upgrade requirements of the applicable Governmental Authority; and (iv) all UST, and the practices of the applicable Acquired Entity in the operation of any such UST, including storing fuels, tank testing, inventory control and leakage detection, comply in all material respects with all Environmental Laws applicable to such UST; (e) Seller has generated, received, handled, used, stored, treated, shipped, recycled and disposed made available to Buyer copies of all waste material reports in Seller’s possession or control reflecting material Environmental Conditions or material violations and contaminants in compliance alleged violations of applicable Environmental Laws or other applicable Laws as of the Execution Date on, at, or underlying the Owned Real Property or Leased Real Property, and any reports, test results or written correspondence with Governmental Authorities or other Persons reflecting material contamination or material non-compliances with Environmental Laws; (iiif) except as permitted by Environmental Lawsto the Knowledge of Seller, there have been no spillsAcquired Entity has Released or disposed of or arranged for the disposal of, releasesany Hazardous Substances, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control including at any timeOwned Real Property or Leased Real Property, on or from or under or other than in any of the real property owned or leased by the Caza Group at any timematerial compliance with Environmental Law and as would not reasonably be expected to result in material Environmental Liability; (ivg) there to the Knowledge of Seller, Hazardous Substances have not been no releases, deposits Released or discharges, in violation of Environmental Laws, of threatened to be Released at or from any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water Real Property or any municipal other property or other sewer facility currently or drain water systems; (v) no orders, directions, demands formerly owned or notices have been threatened or have been issued and remain outstanding pursuant operated by any Acquired Entity that would reasonably be expected to any constitute an Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameCondition; and (viih) full and accurate particulars of orno Acquired Entity has assumed, in the case of a documentor provided indemnity against, a copy of all environmental any material liability or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations obligation of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorother Person under Environmental Law.

Environmental. To the knowledge of Ikona has never owned or operated any member of the Caza Groupreal property except for leased office space: (ia) To the Best Knowledge of Ikona, no member of real property (or the Caza Group is in violation of subsurface soil and the ground water thereunder) now or previously leased by Ikona (the "Leased Premises") either contains any Laws, with respect to environmental, health Hazardous Substance (as hereinafter defined) or safety matters (collectively, "Environmental Laws")has underneath it any underground fuel or liquid storage tanks; (iib) each member To the Best Knowledge of Ikona, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Caza Group has operated its business at all times and has generatedLeased Premises, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants now or in compliance with Environmental Lawsthe past; (iiic) except as permitted by Environmental LawsIkona is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) Ikona has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of Ikona, there have been no spillscommunications or agreements with any Governmental Authority or agency (federal, releasesstate, deposits or discharges local) or any private person or entity (including, without limitation, any prior owner of hazardous the Leased Premises and any present or toxic substancesformer occupant or tenant of the Leased Premises) relating in any way to the presence, contaminants or wastes within the Caza Group's ownershiprelease, possession or control at any timethreat of release, placement on or from in the Leased Premises, or under any generation, transportation, storage, treatment or in any of disposal at the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsLeased Premises, of any hazardous Hazardous Substance. Ikona further agrees and covenants that Ikona will not store or toxic substancesdeposit on, contaminants otherwise release or wastesbring onto or beneath, within the Caza Group's ownership, possession or control, into the earth, air or into Leased Premises any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Hazardous Substance prior to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameClosing Date; and (viif) full and accurate particulars of There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to Ikona's Best Knowledge, threatened, against Ikona, and Ikona knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to Ikona's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 6.22, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 6.22, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (a) fuel oil and natural gas for heating, (b) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (c) materials routinely used in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous day-to-day operations of any member an office, such as copier toner, (d) consumer products, (e) material reasonably necessary and customarily used in construction and repair of the Caza Group an office project, and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor(f) fertilizers, pesticides and herbicides commonly used for routine office landscaping.

Environmental. To With the knowledge of any member of respect to the Caza GroupProperty, on and after June 1, 2018, to ▇▇▇▇▇▇▇▇▇’s knowledge: (i) To the best of ▇▇▇▇▇▇▇▇'s ▇▇▇▇▇▇▇▇▇’s knowledge after due inquiry, no member of real or personal property that secures the Caza Group is in violation Obligations, including the Property, has ever been used either by previous owners or occupants or by Borrower Mortgagor or any other current occupant to generate, manufacture, refine, transport, treat, store, handle or dispose of any Lawstoxic material, with respect to environmentalhazardous substance or hazardous waste other than Permitted Substances, health as defined below, no such material, substance or safety matters waste other than Permitted Substances currently exists on the Property and no such material, substance or waste (collectively, "Environmental Laws");including Permitted Substances) currently exists in the Property’s soil or groundwater. (ii) each member To the best of ▇▇▇▇▇▇▇▇'s Mortgagor’s knowledge after due inquiry, no portion of the Caza Group improvements on any real property that secures the Obligations, including the improvements on the Property, has operated its business at all times been constructed with asbestos, asbestos-containing materials or urea formaldehyde insulation, and no portion of the improvements on the Property has generatedbeen constructed with any other chemical or substance, receivedother than Permitted Substances, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws;which has been determined to be a hazard to health or the environment. (iii) except as permitted by Environmental LawsTo the best of Borrower's Mortgagor’s knowledge after due inquiry, there are no electrical transformers or other equipment which that have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any timedielectric fluid- containing polychlorinated biphenyls (PCB's) located inon or, on or from to the best of Mortgagor’s knowledge in or under or in any of the real property owned or leased by that secures the Caza Group at any time;Obligations, including the Property (the materials, substances and wastes, excluding Permitted Substances, described in Subsections (i), (ii) and (iii) are collectively referred to as “Hazardous Substances”). (iv) there have been To the best of ▇▇▇▇▇▇▇▇’s ▇▇▇▇▇▇▇▇▇’s knowledge after due inquiry, no releasesreal property that secures the Obligations, deposits or dischargesincluding the Property, in violation of Environmental Laws, of has ever contained any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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;underground storage tanks. (v) no ordersNo Obligor has received or has any knowledge of any summons, directionscitation, demands directive, letter or notices have been threatened other communication, written or have been issued oral, from any federal, state or local governmental authority concerning [1] the existence of Hazardous Substances on or in the immediate vicinity of any real or personal property that secures the Obligations, including the Property, or [2] any intentional or unintentional action or omission on the part of BorrowerMortgagor, any Obligor or any occupant of the Property resulting in the disposal, releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances onto any real property that secures the Obligations, including the Property, or into waters or other lands. The parties acknowledge and remain outstanding pursuant agree that ▇▇▇▇▇▇▇▇▇ acquired the Property on June 1, 2018 and any and all representations and warranties with respect to any Environmental Laws relating this Section 8(c) relate only to the business or assets status of the Caza Group; (vi) each member of the Caza Group, Property as of the date hereofof acquisition, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all conditions noted in that certain Supplemental Inspection dated August 27, 2018, attached hereto as Exhibit D, shall be deemed pre-existing conditions that existed prior to Mortgagor’s ownership. Any terms used in this Subsection or in any other provisions of this Mortgage that deal with environmental matters which are defined in federal, state or local statutes or regulations shall have the meanings ascribed to such licensesterms in such statutes and regulations. Additionally, permitsas used in this Mortgage, consents“Permitted Substances” means toxic materials, approvalshazardous substances and hazardous wastes that are used, agreementssold, certificates handled, stored, transported and regulatory approvals disposed of in compliance with all applicable laws and are either typically and lawfully used or sold by Borrower Mortgagor or the Tenants and others in full force their industries and effect are necessary or desirable for Borrower's Mortgagor's or the Tenants' ongoing operations and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation sales or curtailment of any of the same; and (vii) full currently are typically and accurate particulars of or, lawfully used in the case maintenance or management of, or construction of a documentimprovements to, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) properties such as the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorProperty.

Environmental. To (a) All facilities and operations of Cangold and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (b) Cangold and its Subsidiaries are in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the Cangold Properties and the Cangold Mineral Rights at its current stage of development and to conduct their respective business as they are now being conducted; (c) No environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Cangold and its Subsidiaries and, to the knowledge of Cangold, there is no basis for any member such obligations, demands, notices, work orders or liabilities to arise in the future as a result of the Caza Group:any activity in respect of such property, interests, rights, operations and business; (id) no member Neither Cangold nor any of the Caza Group its Subsidiaries is in violation of subject to any Lawsproceeding, with respect application, order or directive which relates to environmental, health or safety matters (collectivelymatters, "Environmental Laws")and which may require any material work, repairs, construction or expenditures; (iie) each member To the knowledge of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental LawsCangold, there have been are no spillschanges in the status, releases, deposits terms or discharges conditions of hazardous any environmental permits held by Cangold or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned its Subsidiaries or leased by the Caza Group at any time; (iv) there have been no releasesrenewal, deposits modification, revocation, reassurance, alteration, transfer or discharges, in violation of Environmental Laws, amendment of any hazardous or toxic substancessuch environmental approvals, contaminants or wastesconsents, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenseswaivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, approvalswaivers, agreementspermits, certificates orders and regulatory approvals exemptions that are required under any Environmental Laws in connection with the operation execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Cangold or any of its business as presently conducted Subsidiaries following the Effective Date; (f) Cangold and the ownership its Subsidiaries have made available to Great Panther all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead similar information with respect to the revocation, cancellation or curtailment of any of the sameenvironmental matters; and (viig) full To the knowledge of Cangold, Cangold and accurate particulars of orits Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws, including any regulations respecting the case of a documentuse, a copy of all environmental storage, handling, release, disposal, remediation, treatment or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations transportation of any member of the Caza Group and which are in the possession or control substance (including pollutants, contaminant, waste of any member of the Caza Group nature, hazardous material, toxic substance, dangerous substance or dangerous good as of the date hereof have been disclosed defined in writing to the Investorany applicable Environmental Laws).

Environmental. To This Section 3.15 is the knowledge of any member of the Caza Groupexclusive provision in this Agreement containing representations and warranties applicable to Environmental Matters. Except as set forth in Schedule 3.15: (a) There are no Environmental Claims pending or, to Seller's knowledge, threatened with respect to the ownership, use, condition or operation of the Business or the Purchased Assets. There are no existing Material violations of (i) no member any Environmental Law, or (ii) any Order related to Environmental Matters, with respect to the ownership, use, condition or operation of the Caza Group is Business or the Purchased Assets that remain outstanding or unresolved. To Seller's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents with respect to the ownership, use, condition or operation of the Business or the Purchased Assets, including, without limitation, any Environmental Matter, that could reasonably be likely to form the basis of (i) any Environmental Claim or Order against Seller, or (ii) any Litigation against any Person whose Liability (or any portion thereof) for Environmental Matters or violation of Environmental Laws Seller has retained or assumed, contractually or by operation of law. Neither Seller nor, to Seller's knowledge, any other Person has used any of the F▇▇▇▇▇▇▇ Real Property for the handling, treatment, storage, or disposal of any Hazardous Substances in violation of any Laws, with respect to environmental, health or safety matters (collectively, "applicable Environmental Laws");Law. (iib) each member No release, discharge, spillage or disposal of any Hazardous Substances is occurring or, to Seller's knowledge, has occurred at or from the Caza Group has operated its business at all times and has F▇▇▇▇▇▇▇ Real Property or any part thereof in violation of applicable Environmental Law. (c) All waste containing any Hazardous Substances generated, receivedused, handled, used, stored, treated, shipped, recycled and treated or disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) by Seller at the current F▇▇▇▇▇▇▇ Real Property has been released or previous operations disposed of in Material compliance with all applicable reporting requirements under any Environmental Laws and Seller is not aware of any member Environmental Claim against Seller that remains outstanding or unresolved with respect to any such release or disposal. (d) All underground tanks and other underground storage facilities presently or previously located at the F▇▇▇▇▇▇▇ Real Property are listed, together with the capacity and contents of each such tank or facility, in Schedule 3.15. To Seller's knowledge, none of such underground tanks or facilities is leaking or has ever leaked and all such tanks comply in all Material respects with all applicable Environmental Laws. (e) Seller has complied, in all Material respects, with all applicable reporting requirements under all applicable Environmental Laws concerning the disposal or release of Hazardous Substances, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and Seller has not made any such reports concerning the F▇▇▇▇▇▇▇ Real Property that remain outstanding or unresolved. (f) To Seller's knowledge, no building or other improvement on the F▇▇▇▇▇▇▇ Real Property contains any friable asbestos-containing materials or lead-based paint. (g) Without limiting the generality of any of the Caza Group foregoing, (i) all on-site and which off-site locations where Seller has stored, disposed or arranged for the disposal of Hazardous Substances, since December 2002, in connection with the ownership, use or operation of the F▇▇▇▇▇▇▇ Real Property are identified in Schedule 3.15 and (ii) to Seller's knowledge, no polychlorinated biphenyls (PCBs) in amounts or concentrations regulated under applicable Environmental Law are used or stored on or in the F▇▇▇▇▇▇▇ Real Property. (h) Seller has provided to Buyer copies of all Material environmental audits, reports, assessments, investigations, sampling and analyses within its possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing custody with respect to the InvestorF▇▇▇▇▇▇▇ Real Property.

Environmental. To (a) Seller has provided Buyer with copies of Phase I environmental assessments of certain Real Property sites as shown on Schedule 1.1(c), if any (each a “Phase I”). Prior to Closing, Buyer may, in its sole discretion and at its sole expense, upon reasonable notice to Seller and at times reasonably acceptable to Seller, obtain environmental assessments from the knowledge P▇▇▇▇ Firm of any member of Owned Real Property and any Real Property Leases which are ground leases (subject to any necessary landlord consent), and if the Caza Group: (i) no member of the Caza Group is in violation of any LawsP▇▇▇▇ Firm then recommends or advises further investigation or testing, with respect Buyer may, at its expense, upon reasonable notice to environmentalSeller and at times reasonably acceptable to Seller, health or safety matters obtain further environmental assessments (collectively, "the “Buyer Environmental Laws"Assessments”);, subject to any necessary landlord consent. Completion of any Buyer Environmental Assessment is not a condition to Closing. (iib) each member of If any Phase I, Buyer Environmental Assessment or any item set forth on Schedule 1.1(c) identifies a condition that requires remediation in order for the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants Station to operate in compliance with all applicable Environmental Laws;Laws in all material respects, then, except as set forth below, Seller shall use commercially reasonable efforts to remediate such condition in all material respects, and if such remediation is not completed prior to Closing, then the parties shall proceed to Closing and, as Buyer’s sole remedy, the Purchase Price shall be decreased by an amount equal to the reasonably estimated unpaid costs of completing such remediation, and notwithstanding anything to the contrary in this Agreement, such condition shall be deemed an Assumed Obligation with no representation, warranty or covenant made by Seller with respect thereto. (iiic) except as permitted by Environmental LawsNotwithstanding anything herein to the contrary, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control if at any timetime such condition exists and the reasonably estimated cost to remedy all such conditions exceeds $350,000, on or from or under or in any of then Seller may terminate this Agreement upon written notice to Buyer; provided, however, that if Seller elects to terminate by written notice to Buyer, Buyer shall have the real property owned or leased by the Caza Group at any time; right, exercisable within ten (iv10) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as days of the date hereofof termination, holds to cancel such termination by giving written notice to Seller that Buyer accepts the obligation to remediate such conditions after Closing and releases Seller from all licensesrepresentations, permitsobligations and liability to Buyer with respect thereto. In such event, consentsthe Purchase Price shall be decreased by an amount equal to the reasonably estimated unpaid costs of completing such remediation up to $350,000 less all remediation costs paid by Seller. Notwithstanding anything to the contrary in this Agreement, approvalsall of Seller’s claims against, agreementsand rights of recovery from, certificates and regulatory approvals required under any Environmental Laws third-parties in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice respect of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and remediation costs paid by Seller (viiincluding without limitation insurance claims and proceeds) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorExcluded Assets.

Environmental. To (a) Borrower is currently in compliance with all Environmental Laws (as defined below) which compliance includes, but is not limited to, the knowledge possession by Borrower of all permits and other governmental authorization required under applicable Environmental Laws, and compliance in all material respects with the terms and conditions thereof, except in any case where the failure to be in compliance would not have a Material Adverse Effect. (b) Except as set forth on Schedule 4.28, Borrower has not stored, disposed of or arranged for disposal of any member Hazardous Substances (as defined below) on any of its Property, except in compliance with applicable Environmental Laws and except in any case where the Caza Group:failure to be in compliance would not have a Material Adverse Effect. (ic) no member of the Caza Group Except as set forth on Schedule 4.28, Borrower has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower is not in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in full compliance with Environmental Laws;, and to the knowledge of Borrower, there are no circumstances that may prevent or interfere with such full compliance in the future. There is no Environmental Claim (as defined below) pending or, to Borrower's best knowledge, threatened against, or which has been made known to, Borrower. (iiid) except Except as permitted set forth on Schedule 4.28, during the period in which any Property has been held or operated by Environmental LawsBorrower, its affiliates or, to Borrower's knowledge, its predecessors in interest with respect to any Property held or operated now or in the past by Borrower, there have been no spillsactions, releasesactivities, deposits circumstances, conditions, events or discharges incidents including, without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or disposal of hazardous any Hazardous Substance (as defined below), that could form the basis of any Environmental Claim against Borrower under any Environmental Law in effect at, or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any timetime prior to, on or from or under or the Loan Closing. (e) Without in any way limiting the generality of the real foregoing to the knowledge of Borrower, (i) there are no underground storage tanks located on any Property owned or leased by Borrower or the Subsidiaries, (ii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by Borrower or the Subsidiaries, and (iii) no polychlorinated biphenyls ("PCBs") are used or stored at any property owned or leased by Borrower or the Caza Group at any time; (iv) there Subsidiaries. The following terms shall have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.following meanings:

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have a Metanor Material Adverse Effect: (i) no member all facilities and operations of the Caza Group is Metanor have been conducted, and are now, in violation of any Laws, compliance with respect to environmental, health or safety matters (collectively, "all Environmental Laws"); (ii) each member Metanor is in possession of, and in compliance with, all Environmental Permits that are required to conduct its business as it is now being conducted. All such permits are listed in Schedule 4.1(w)(ii) of the Caza Group Metanor Disclosure Letter; (iii) no environmental, reclamation, clean-up, rehabilitation or closure obligation, order, demand, notice, work order or Environmental Liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Metanor and its Subsidiary and, to the knowledge of Metanor, there is no basis for any such obligations, orders, demands, notices, work orders or Environmental Liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) Metanor is not subject to any proceeding, application, order or directive which relates to Environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures and no event has operated its business at all times occurred and no circumstances exists that might give rise to any such proceeding, application, order or directive; (v) Metanor has generatednot caused or permitted a Release of any Hazardous Substances at, receivedin, handledon, usedunder or from any currently or formerly owned, storedleased, treatedused or otherwise controlled property; and there are no Hazardous Substances located on, shippedunder or in any property currently owned or leased by Metanor, recycled and disposed of all waste and contaminants except in compliance with Environmental Laws; (iiivi) except as permitted by Environmental Lawsto the knowledge of Metanor, there have been are no spillschanges in the status, releasesterms or conditions of any Environmental Permits held by Metanor or any renewal, deposits modification, revocation, reassurance, alteration, transfer or discharges amendment of hazardous any such environmental approvals, consents, waivers, permits, orders and exemptions, or toxic substancesany review by, contaminants or wastes within approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the Caza Group's ownershipexecution or delivery of this Agreement, possession or control at any time, on or from or under or in any the consummation of the real property owned transactions contemplated herein or leased by the Caza Group at any timecontinuation of the business of Metanor following the Effective Date; (ivvii) there have been no releasesMetanor has made available to Bonterra all Environmental audits, deposits or dischargesassessments, in violation of Environmental Lawsinvestigation reports, of any hazardous or toxic substancesstudies, contaminants or wastesanalyses, within the Caza Group's ownershiptests, possession or controlplans, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsregulatory correspondence and similar information with respect to environmental matters; (vviii) no ordersMetanor owns all right, directionstitle and interest in all Environmental Attributes that are associated with or arose out of their business. For purposes hereof, demands “Environmental Attribute” means any emission unit, credit, reduction, offset and other emission allowance. Metanor is not considered to be an emitter, under Environmental Law, for the purpose of any cap and trade system or notices have been threatened or have been issued and remain outstanding pursuant other similar emission allowance regime; and (ix) to the knowledge of Metanor, Metanor is not subject to any Environmental Laws relating past or present fact, condition or circumstance that could reasonably be expected to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required result in liability under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation would individually or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of aggregate, constitute a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorMetanor Material Adverse Effect.

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have a Material Adverse Effect: (ia) no member Since July 31, 2014, all facilities and operations of Starcore and the Caza Group is in violation of any LawsStarcore Subsidiaries have been conducted, with respect to environmentaland are now, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with all Environmental Laws; (iiib) except Starcore and the Starcore Subsidiaries are in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the Starcore Property and Starcore Mineral Rights at its current stage of development and to conduct their respective business as permitted by Environmental Lawsthey are now being conducted; (c) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Starcore and the Starcore Subsidiaries; (d) to the knowledge of Starcore, there have been are no spillschanges in the status, releases, deposits terms or discharges conditions of hazardous any environmental permits held by Starcore or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned Starcore Subsidiaries or leased by the Caza Group at any time; (iv) there have been no releasesrenewal, deposits modification, revocation, reassurance, alteration, transfer or discharges, in violation of Environmental Laws, amendment of any hazardous or toxic substancessuch environmental approvals, contaminants or wastesconsents, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenseswaivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, approvalswaivers, agreementspermits, certificates orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Starcore or any of the Starcore Subsidiaries following the Effective Date. (e) Starcore and the Starcore Subsidiaries have made available to American Consolidated all material audits, assessments, investigation reports, studies, plans, regulatory approvals required correspondence and similar information with respect to environmental matters; and (f) Starcore and the Starcore Subsidiaries are not subject to any present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation would individually or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of aggregate, constitute a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorMaterial Adverse Effect.

Environmental. To Except as disclosed in the knowledge of any member McLaren/Hart Phase I Site Asse▇▇▇▇nt of the Caza Group:Chico Community Hospital Rehabilitation Facility (October 24, 1997) obtained by Buyer relating to the Assets (the "Environmental Reports"): (ia) no member of Seller is currently, and at all times has been, in compliance with all Environmental Laws (as defined below) except where failure to comply with such Environmental Laws would not have a material adverse effect on the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws")Business; (iib) each member of Seller has all permits, authorizations or other approvals required under environmental laws to operate the Caza Group Assets and the Real Property, and is in compliance with all such permits, authorizations and approvals except where failure to comply with such permits, authorizations or approvals, individually or in the aggregate, would not have a material adverse effect on the Business; (c) Seller has operated its business at all times and has not generated, received, handled, usedstored, disposed of or released any Hazardous Substance (as defined below) on any of the Real Property, except in compliance with applicable Environmental Laws except where failure to comply with such Environmental Laws, individually or in the aggregate, would not have a material adverse effect on the Business; (d) There are no polychlorinated biphenyls (PCBs) or transformers, capacitors, ballasts or other equipment that contains dielectric fluid containing PCBs at levels in excess of fifty parts per million (50 ppm) present, constructed, placed, deposited, stored, treated, shipped, recycled and disposed of all waste and contaminants or located on the Real Property; (e) There are currently no aboveground or underground storage tanks for the storage of Hazardous Substances located on the Real Property, and, to the best knowledge of Seller, there have never been any such aboveground or underground storage tanks located on the Real Property; (f) Seller has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Seller is not in full compliance with Environmental Laws;. There is no Environmental Claim (as defined below) pending or threatened against Seller or with respect to the Assets. (iiig) except as permitted by Environmental LawsThere are no present or, there have been no spillsto the best of Seller's knowledge, releasespast actions, deposits activities, circumstances, conditions, events or discharges of hazardous incidents, including, without limitation, the generation, storage, release, emission, discharge, presence or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, disposal of any hazardous or toxic substancesHazardous Substance, contaminants or wastes, within that could form the Caza Group's ownership, possession or control, into the earth, air or into any body basis of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required Claim against Seller under any Environmental Laws Law in connection with effect at any time at or prior to the operation Closing. (h) The inclusion of its business as presently conducted any item disclosed in SCHEDULE 3.17 and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member inclusion of the Caza Group has notice reference to the Environmental Reports hereinabove does not constitute an admission by Seller, Paracelsus or Buyer th▇▇ ▇▇▇ ▇▇▇ters disclosed in such schedule or Environmental Report constitutes a violation of any circumstances that may lead to Environmental Law. The following terms shall have the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.following meanings:

Environmental. To No harmful substances (Schadstoffe) have been let (einlassen), have seeped (einsickern), have been stored (einlagern) or otherwise have been put (einbringen) into the knowledge of ground (Erdreich), water (Grundwasser und Oberflachenwasser) and air (Luft) ▇▇ any member of the Caza Group: (i) property, owned, leased or used by the Companies and no member of the Caza Group is such substances have been on such property in violation of any Lawsapplicable laws. All harmful substances have been dealt with (umgehen), stored (lagern) and disposed of (entsorgen) in 29 compliance with all Environmental Laws and Environmental Permits applicable from time to time when any such action has been taken. The Companies are in compliance with all Environmental Laws and Environmental Permits. All waste products generated by the Companies are disposed of in compliance with applicable Environmental Laws in effect now or at the time of such disposal, and, where applicable, pursuant to and in accordance with all Environmental Permits. There is no liability, whether asserted or unasserted, fixed or contingent, relating to the real estate property, owned, leased or used by the Companies which results from any environmental matters, including, the use, discharge, disposal, storage, accumulation, transport, leakage, spillage or other actions by the Companies with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous any harmful or toxic substances, hazardous waste or other pollutants, contaminants or wastes within nuisances. No claim has been made with respect to the Caza Group's ownershipoperation of facilities of the Companies resulting from any harmful substance, possession or control at any time, on hazardous waste or from any asbestos or under similar materials used in the construction thereof and there is no valid basis for any such claim. For purposes of this Article: (a) the term "ENVIRONMENTAL LAW(S)" means any law, statute, regulation, ordinance, rule, order, decree, judgement, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any government of any country in any of which the real property owned properties owned, leased or leased used by the Caza Group at Companies are located, or any time; (iv) there have been no releasesstate or political subdivision thereof and any entity, deposits body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in such country, which relates to or otherwise imposes liability or standard of conduct concerning discharges, in violation emissions, releases or threatened releases of Environmental Lawsnoises, of odours or any pollutants, contaminants or hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownershipsubstances or materials, possession or controlwhether as matter of energy, into the earthambient air, air water, or into any body of water land, or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws otherwise relating to the business manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or assets handling of the Caza Group; (vi) each member of the Caza Grouppollutants, as of the date hereofcontaminants, holds all licensesor hazardous or toxic wastes, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation substances or curtailment of any of the samematerials; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.

Environmental. To the knowledge of any member of the Caza GroupExcept as listed in Schedule 4.13: (ia) no member The Subsidiaries are in material compliance with applicable Environmental Laws (including as a result of so called "grandfather provisions" specified therein) and Environmental Permits, and are in material compliance with applicable Health and Safety Laws, except in each case to the extent such failure is not reasonably expected to have a Material Adverse Effect. (b) The Subsidiaries possess all material Environmental Permits which are required for the operation of their respective businesses as now being conducted, including the possession of such Environmental Permits permitted as a result of so called "grandfather provisions" specified therein, except to the extent such failure is not reasonably expected to have a Material Adverse Effect. (c) None of the Caza Group Subsidiaries has received any written communication alleging that any Subsidiary currently is not or was not since January 1, 1995, in violation compliance with applicable Environmental Laws or Environmental Permits (d) There is no Environmental Claim pending or, to Seller's knowledge, threatened, against any of the Subsidiaries. (e) None of the Subsidiaries has received any Lawswritten communication alleging that any of the Properties is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or any comparable state or foreign list. 34 (f) None of the Subsidiaries has received any written notice from any Person with respect to environmentalany Off-Site Facility, health of potential or safety matters (collectively, "Environmental Laws");actual liability or a written request for information from any Person under or relating to CERCLA or any comparable state or local law. (iig) each member of the Caza Group has operated its business at all times and has There are currently no Hazardous Substances used, generated, received, handled, usedtreated, stored, treatedtransported, shippeddisposed of, recycled and disposed or handled by the Subsidiaries at any of all waste and contaminants the Properties except in material compliance with applicable Environmental Laws; (iii) except as permitted by Laws or Environmental LawsPermits. Furthermore, there have not been no spillsany Hazardous Substances historically used, releasesgenerated, deposits treated, stored, transported, disposed of, or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased handled by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, Subsidiaries in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with effect at the operation of its business as presently conducted and the ownership and use of its assets and all time such licensesuse, permitsgeneration, consentstreatment, approvalsstorage, agreementstransportation, certificates and regulatory approvals disposal or handling occurred. To Seller's knowledge there are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocationHazardous Substances existing on, cancellation under or curtailment of about any of the same; andProperties in violation of, or prohibited by, any Environmental Laws. (viih) full There are no underground storage tanks located on the Properties. All underground storage tanks previously located at the Properties and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group not present thereat as of the date hereof have been disclosed were removed in writing to accordance with all Environmental Laws in effect at the Investortime of such removal. (i) For the purposes of this Agreement:

Environmental. To (a) Except as set forth in SCHEDULE 11.9(A), Seller is in full compliance with all applicable Environmental Laws, which compliance includes, but is not limited to, the possession by Seller of all permits, licenses and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof. Except as set forth in SCHEDULE 11.9(A), Seller has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Seller is not in such full compliance, and, to Seller's best knowledge after due inquiry, there are no circumstances that may prevent or interfere with such full compliance in the future. All permits and other governmental authorizations currently held by the Seller pursuant to the Environmental Laws are identified in SCHEDULE 11.9(A). (b) Except as set forth in SCHEDULE 11.9(A), there is no Environmental Claim pending or threatened against Seller or, to Seller's best knowledge after due inquiry, against any person or entity whose liability for any Environmental Claim Seller has or may have retained or assumed either contractually or by operation of law. (c) There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any member Hazardous Material, that could form the basis of any Environmental Claim against Seller or, to Seller's best knowledge after due inquiry, against any person or entity whose liability for any Environmental Claim Seller has or may have retained or assumed either contractually or by operation by law. (d) Without in any way limiting the generality of the Caza Group: foregoing, (i) no member all on-site and off-site locations where Seller has stored, disposed of or arranged for the Caza Group is disposal of Hazardous Materials, including, but not limited to the environmental lab previously operated by Seller and known as the "Main Lab," are identified in violation of any LawsSCHEDULE 11.9 (D), with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member all underground storage tanks, and the capacity and contents of the Caza Group has operated its business at all times and has generatedsuch tanks, receivedlocated on property owned or leased by Seller are identified in SCHEDULE 11.9(D), handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Lawsset forth in SCHEDULE 11.9(D), there have been is no spillsasbestos contained in or forming part of any building, releasesbuilding component, deposits structure or discharges of hazardous office space owned or toxic substancesleased by Seller, contaminants and (iv) except as set forth in SCHEDULE 11.9(D), no polychlorinated biphenyls (PCB's) are used or wastes within the Caza Group's ownership, possession or control stored at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time;Seller. (ive) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza GroupSeller has maintained continuous insurance coverage for pollution Liabilities, as of well as errors and omissions insurance coverage at all times during which it has operated the date hereofBusiness, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws as set forth in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.SCHEDULE 11.9(E). -49-

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have or would not reasonably be expected to have a Material Adverse Effect: (ia) no member Since July 31, 2013, all facilities and operations of Starcore and the Caza Group is in violation of any LawsStarcore Subsidiaries have been conducted, with respect to environmentaland are now, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with all Environmental Laws; (iiib) except Starcore and the Starcore Subsidiaries are in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the Starcore Property and Starcore Mineral Rights at its current stage of development and to conduct their respective business as permitted by Environmental Lawsthey are now being conducted; (c) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Starcore and the Starcore Subsidiaries; (d) to the knowledge of Starcore, there have been are no spillschanges in the status, releases, deposits terms or discharges conditions of hazardous any environmental permits held by Starcore or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned Starcore Subsidiaries or leased by the Caza Group at any time; (iv) there have been no releasesrenewal, deposits modification, revocation, reassurance, alteration, transfer or discharges, in violation of Environmental Laws, amendment of any hazardous or toxic substancessuch environmental approvals, contaminants or wastesconsents, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenseswaivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, approvalswaivers, agreementspermits, certificates orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Starcore or any of the Starcore Subsidiaries following the Effective Date. (e) Starcore and the Starcore Subsidiaries have made available to American Consolidated all material audits, assessments, investigation reports, studies, plans, regulatory approvals required correspondence and similar information with respect to environmental matters; and (f) Starcore and the Starcore Subsidiaries are not subject to any present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation would individually or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of aggregate, constitute a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorMaterial Adverse Effect.

Environmental. (a) The Purchased Business, and to the knowledge of the Vendor, the Leased Property and the Premises have been and are in compliance with all Environmental Laws. (b) The Vendor has not used or permitted to be used, except in compliance with all Environmental Laws, the Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of any member of the Caza Group:Vendor, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Leased Property or the Premises and the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material. (id) no member of the Caza Group The Vendor is in violation of not responsible for any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water Cleanup or any municipal other remedy or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required liability under any Environmental Laws in connection with the operation Leased Property, the Premises, the Purchased Assets or the Purchased Business. The Vendor has never received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has the Vendor settled any allegations of its business as presently conducted any such non-compliance prior to prosecution. There are no written notices, orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the Vendor that it is or may be responsible for, any work, repairs, construction or material capital expenditures to be made under Environmental Laws with respect to the Purchased Business, the Leased Property, the Premises or the Purchased Assets. The Vendor has never received a written claim or notice and otherwise has no knowledge of potential liability or actual liability, relating to any Cleanup at any off-site location arising out of the ownership and use Vendor's or any other person's activities or operations at the Leased Property or the Premises. (e) The Vendor has not caused or permitted, nor, to the knowledge of its assets the Vendor, has there been any Release of any Hazardous Substance on, in, around, from or in connection with the Leased Property or the Premises or the Purchased Business or any such Release on or from a facility which was previously owned or leased, or any such Release, to the Vendor's knowledge, on or from a facility owned or operated by any third party but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. (f) All Hazardous Substances and all such licenses, permits, consents, approvals, agreements, certificates other wastes and regulatory approvals are in full force other materials and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern substances used in whole or in part (directly by the Vendor in connection with the Purchased Business or indirectly) resulting from the current or previous operations of any member operation of the Caza Group Purchased Business have been disposed of, treated and which are stored by the Vendor in compliance with all Environmental Laws. (g) The Vendor has shown or provided to the Purchaser all documents in the Vendor's possession or under its control of relating to compliance by the Vendor with or claims against the Vendor under Environmental Laws or to any member of other environmental or occupational health and safety matter in connection with the Caza Group as of Leased Property, the date hereof have been disclosed in writing to Premises or the InvestorPurchased Business.

Environmental. To the knowledge of any member of the Caza Group(a) Buyer acknowledges and agrees that: (i) no member Seller has previously provided to Buyer and Buyers environmental consultant, Environmental Liability Management, Inc. ("ELM"), certain environmental reports and assessments, and has permitted Buyer and ELM to inspect and copy certain documents and records, relating to the Property (collectively, "Environmental Reports"), which environmental ports, assessments, documents and records are identified in, and are subject to, those certain confidentiality letter agreements dated June 10, 1997 and August 22, 1997 between Seller and Buyer, copies of which are attached hereto as EXHIBIT "C" (the "Confidentiality Letter Agreements") and incorporated herein by reference; (ii) Seller has previously provided to Buyer various environmental site assessments and reports, as more particularly identified in the letter from H. Carl Homeman to ▇▇▇▇ ▇. ▇▇▇▇▇▇ dated October 14, 1997, a copy of which is attached hereto as EXHIBIT "D" (the "Fedders Property Environmental Reports"), relating to certain real property previously owned by Seller, sold by Seller to Columbia Specialties, Inc. and located contiguous to the Real Property (the "Fedders Property") and the Fedders Property Environmental Reports are subject to the restrictions contained in the Confidentiality Letter Agreements; (iii) Pursuant to the Access Agreement dated August 29, 1997 ("Access Agreement"), which Access Agreement is attached hereto as EXHIBIT "E" and incorporated herein by reference, Buyer has had an opportunity to make such independent environmental inspections and assessments of the Caza Group is Property as Buyer deemed necessary or appropriate and, pursuant to such independent environmental inspections and assessments, ELM has prepared for Buyer's legal Counsel, ▇▇▇▇▇▇▇▇▇ & Diamond, P.C., a Phase I environmental assessment set forth in violation ELM's letter to ▇▇▇▇▇▇▇▇▇ & Diamond, P.C. dated September 11, 1997 and a Phase II Environmental Site Assessment for the Former GE Compressor Facility in Columbia, Tennessee, dated October 3, 1997 ("Buyer's Environmental Reports"). (b) Seller represents and warrants to Buyer that, to the best of its knowledge and based solely upon a review of the books and records of General Electric Appliances, a division of Seller, that the Environmental Reports, the Fedders Property Environmental Reports, and Buyer's Environmental Reports constitute all material information in Seller's possession relating to environmental conditions on, under or about the Property; provided that the foregoing representation and warranty applies only to material information relating directly to the Property and does not apply to any Lawsinformation, whether or not material, with respect to environmentalthe Fedders Property, health about which Seller makes no warranty or safety representation; and further provided that the foregoing warranty and representation does not apply to any information generated prior to October 1, 1987, about which information Seller makes no warranty or representation. Seller further represents and warrants to Buyer that to the best of its knowledge, material information relating to environmental conditions on, under or about the Property would, under Seller's regular corporate record keeping practices, be retained within the books and records of General Electric Appliances. (c) Buyer acknowledges that it has reviewed the Environmental Reports, the Fedders Property Environmental Reports, and Buyer's Environmental Reports and agrees that on the Closing Date it shall accept the Property in the condition described in all of those environmental reports and, except as set forth in Paragraph 17(f) hereof, shall assume all obligations and liabilities with respect to the matters therein described. (d) Buyer further acknowledges and agrees that, except as set forth in Paragraph 17(b) hereof, the submission of the Environmental Reports, and the Fedders Property Environmental Reports to Buyer does not constitute any representation or warranty whatsoever by Seller as to the accuracy of the information contained in the Environmental Reports, or the Fedders Property Reports or the environmental or any other condition of the Property. Buyer shall treat the Environmental Reports, the Fedders Property Environmental Reports, the Buyer's Environmental Reports, and all other Environmental Information (as defined in the Confidentiality Letter Agreements) in a confidential manner and shall not disclose the existence or any aspect of the Environmental Reports, the Fedders Property Environmental Reports, the Buyer's Environmental Reports, or any other Environmental Information to any third party without the prior written approval of Seller, except as may be permitted by Paragraph 17 (e) hereof or by the terms of the Confidentiality Letter Agreements. (e) Buyer acknowledges and agrees that all findings, recommendations, opinions and information derived from Buyer's environmental assessment of the Property shall be deemed "Environmental Information" as defined in the Confidentiality Letter Agreements and Buyer shall not disclose any aspect of such Environmental Information to any third party without the prior written approval of Seller, except (i) as may be permitted under the terms of the Confidentiality Letter Agreements, and (ii) that after Buyer's purchase of the Property, Buyer may disclose any such Environmental Information to a third party (x) that is a governmental entity, upon notice to Seller, if required by applicable legal authority, and (y) for any reasonable business purpose, including but not limited to disclosure to a potential purchaser of Buyer's stock or assets, if such third party executes a confidentiality agreement with Buyer on substantially the same terms as the Confidentiality Letter Agreement. (f) Notwithstanding anything set forth herein to the contrary, Buyer does not assume any obligations, liabilities, expenses, claims, demands, judgments, damages, penalties, fines, costs, amounts paid in settlement of claims, attorneys' fees, consultants' fees, court costs, litigation expenses, or other losses related to or arising from, and does not indemnify or hold harmless Seller for or with respect to, any of the following matters (collectively, "Environmental LawsSeller Retained Matters"); ): (i) alleged violations of criminal laws by Seller or any of Seller's affiliates; and (ii) each member personal injuries by current or former employees, independent contractors or invitees of Seller resulting from exposure to Hazardous Substances (as hereinafter defined), which exposure occurred (solely or in part) prior to the Closing Date. (g) As an inducement to, and as further consideration for, Seller to sell the Property to Buyer upon the terms and conditions set forth in this Agreement, Buyer covenants and agrees that upon the closing of title to the Property Buyer shall forever release Seller and covenant not to ▇▇▇ Seller with respect to any matters or things arising out of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any environmental condition of the real property owned Property, whether or leased by not such environmental condition is disclosed in the Caza Group at Environmental Reports, the Fedders Property Environmental Reports, or Buyer's Environmental Reports, except for the Seller Retained Matters identified in Paragraph 17(f) hereof. Furthermore, Buyer covenants and agrees to indemnify, defend, and hold Seller and its officers, employees and agents harmless from any time; and all claims, demands, judgments, damages, penalties, fines, costs, liabilities (iv) there have been no releasesincluding sums paid in settlement of claims), deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orderslosses, directionsincluding attorneys' and/or consultants' fees, demands or notices have been threatened or have been issued court costs and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Grouplitigation expenses, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation presence or suspected presence of its business Hazardous Substances (as presently conducted hereinafter defined) in or on any building, structure, or paved surface, or in any environmental medium, including but not limited to, the soil, groundwater, or soil vapor on or under, or emanating from the Property, except for the Seller Retained Matters set forth in Paragraph 17(f) hereof. Without limiting the generality of the foregoing but excluding the Seller Retained Matters, this indemnification shall specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal, or restoration work required by any federal, state, or local government agency or political subdivision, or by the Seller because of the presence or suspected presence of Hazardous Substances, in or on any environmental medium, building, structure, or paved surface in, on, under or about the Property. (h) As used herein, "Hazardous Substances" means any substance which is toxic, ignitable, reactive, or corrosive or which otherwise is regulated by or under "Environmental Laws." The term "Environmental Laws" means federal, state and local laws and regulations, judgments, orders and permits governing safety and health and the ownership protection of the environment, including without limitation the Comprehensive Environmental Response, Compensation and use of its assets Liability Act, 42 U.S.C. 9601 ET SEQ., as amended (CERCLA), the Resource Conservation and Recovery Act, as amended 42 U.S.C. 6901 ET SEQ., the Clean Water Act, 33 U.S.C. 1251 ET SEQ., the Clean Air Act, 42 U.S.C. 7401 ET SEQ., the Toxic Substance Control Act, 15 U.S.C. 2601 ET SEQ., and the Safe Drinking Water Act, 42 U.S.C. 300f through 300j. Hazardous Substances" includes any and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation materials or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and substances which are in the possession defined as "hazardous waste," "extremely hazardous waste" or control of any member of the Caza Group as of the date hereof have been disclosed in writing a "hazardous substance" pursuant to the Investorstate, federal or local law. "Hazardous Substances" also includes asbestos, polychlorinated biphenyls ("PCBs") and petroleum products.

Environmental. To Seller's knowledge, except as disclosed on SCHEDULE 13.1.11 attached hereto, Seller has not received written notice that any hazardous materials have been disposed of or released on the knowledge Property in violation of applicable law. The representations and warranties of Seller set forth in this PARAGRAPH 13.1 shall survive the Close of Escrow for a period of twelve (12) months (provided that the representation and warranty of Seller set forth in PARAGRAPH 13.1.11 shall survive the Close of Escrow without limitation other than the statute of limitations). Notwithstanding the foregoing, if, prior to the Closing Date, Buyer or Seller should learn, discover or become aware of any member existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any material respect (collectively, the "REPRESENTATION MATTER"), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give written notice thereof to the other party and Seller's representations and warranties shall be automatically limited to account for the Representation Matter. If, prior to the Closing Date, Buyer discovers or is notified of a Representation Matter that has a material, adverse impact on the value of the Caza Group: Property, then Buyer shall have the right to terminate this Agreement and obtain a refund of the Deposit by providing written notice thereof to Seller no later than the earlier of (i) no member five (5) business days after Buyer learns or is notified of the Caza Group is in violation of any Lawssuch Representation Matter, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member prior to the Closing; provided, however, Buyer shall have no right to terminate this Agreement for any Representation Matter arising from a change in circumstances that is either (a) outside of the Caza Group has operated its business at all times and has generatedcontrol of Seller or (b) otherwise permitted under this Agreement. Upon such termination, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) neither party hereunder shall have any further obligations or liabilities under this Agreement except as permitted by Environmental Lawsspecifically set forth herein. If Buyer does not timely terminate this Agreement, there then Seller's representations and warranties shall be automatically limited to account for the Representation Matter, Buyer shall be deemed to have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Groupwaived Buyer's ownership, possession or control at right to pursue any time, on or from or under or in any remedy for breach of the real property owned representation or leased by warranty made untrue on account of such Representation Matter, and the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating parties shall proceed to the business or assets Close of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEscrow.

Environmental. To The Business has complied during the knowledge of three-year period ending on the date hereof with all Environmental Laws applicable to it, including all permits or licenses issued by any member of the Caza Group: (i) no member of the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted governmental agency that are required by Environmental Laws, there except to the extent noncompliance would not have been no spills, releases, deposits or discharges a Material Adverse Effect. Except as specifically set forth on Schedule 5(l) hereto: (i) Seller has not received written notice of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control liability with respect to any Release of Hazardous Materials at any timeproperty owned, on or from or under or in any of the real property owned operated or leased by the Caza Group Business or at or any time; other location (including any off-site location); (ii) during the three-year period ending on the date hereof, Seller has not received any written notice of any actual or alleged violation of or liability under Environmental Laws or any judicial, administrative or arbitral proceeding pending or threatened against it under any applicable Environmental Laws, which violation, liability or proceeding has not been resolved; (iii) Seller has not entered into any consent decree or other agreement in settlement of any alleged violation of or liability under any applicable Environmental Law, under which decree or agreement the Business has any material unfulfilled obligations; (iv) there have been Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured or released, or arranged for the disposal, transportation, handling or manufacturing of, any Hazardous Materials, or owned or operated any property or facility (and no releases, deposits such property or discharges, in violation of Environmental Laws, facility is contaminated by any Hazardous Materials) which has given rise to Seller receiving written notice during the three-year period ending on the date hereof of any hazardous liabilities (contingent or toxic substancesotherwise) for response costs, contaminants corrective action costs, personal injury, property damage, natural resources damages or wastesattorney fees, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal investigative, corrective or other sewer or drain water systems; (v) no ordersremedial obligations, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws Laws; (v) to the knowledge of Seller, Seller has not assumed, undertaken, or otherwise become subject to any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to environmental requirements; and (vi) Seller has furnished or made available to Buyer all environmental audits, reports and other material environmental documents relating to the business Business, and any past or assets current properties, facilities or operations, in each case, which are in its possession or under its control. For purposes of this Agreement, “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material into the Caza Group; (vi) each member indoor or outdoor environment, soil, surface or ground water, or property; “Hazardous Materials” means pollutants, contaminants or chemicals, and any industrial, toxic or otherwise hazardous materials, substances or wastes with respect to which liability or standards of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required conduct are imposed under any Environmental Laws in connection with the operation of its business as presently conducted Laws, including, without limitation, petroleum and the ownership petroleum-related substances, products, by-products and use of its assets wastes, asbestos and all such licensesurea formaldehyde; and “Environmental Laws” means any applicable statutes, permitslaws, consentsordinances, approvalsrules, agreements, certificates orders and regulatory approvals are in full force and effect and no member of the Caza Group has notice regulations of any circumstances that may lead governmental authority or instrumentality, domestic or foreign relating to protection of human health or the revocationenvironment or otherwise related to hazardous substances, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorincluding contamination therefrom.

Environmental. To the knowledge of Ikona has never owned or operated any member of the Caza Groupreal property except for leased office space: (ia) To the Best Knowledge of Ikona, no member of real property (or the Caza Group is in violation of subsurface soil and the ground water thereunder) now or previously leased by Ikona (the "Leased Premises") either contains any Laws, with respect to environmental, health Hazardous Substance (as hereinafter defined) or safety matters (collectively, "Environmental Laws")has underneath it any underground fuel or liquid storage tanks; (iib) each member To the Best Knowledge of Ikona, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Caza Group has operated its business at all times and has generatedLeased Premises, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants now or in compliance with Environmental Lawsthe past; (iiic) except as permitted by Environmental LawsIkona is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) Ikona has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of Ikona, there have been no spillscommunications or agreements with any Governmental Authority or agency (federal, releasesstate, deposits or discharges local) or any private person or entity (including, without limitation, any prior owner of hazardous the Leased Premises and any present or toxic substancesformer occupant or tenant of the Leased Premises) relating in any way to the presence, contaminants or wastes within the Caza Group's ownershiprelease, possession or control at any timethreat of release, placement on or from in the Leased Premises, or under any generation, transportation, storage, treatment or in any of disposal at the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsLeased Premises, of any hazardous Hazardous Substance. Ikona further agrees and covenants that Ikona will not store or toxic substancesdeposit on, contaminants otherwise release or wastesbring onto or beneath, within the Caza Group's ownership, possession or control, into the earth, air or into Leased Premises any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Hazardous Substance prior to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameClosing Date; and (viif) full and accurate particulars of There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, in the case to Ikona's Best Knowledge, threatened, against Ikona, and Ikona knows of a documentno facts or circumstances which might give rise to any future litigation, a copy of all environmental proceeding, citizen's suit or health and safety assessments, audits, reviews governmental or investigations, whether in draft or final formother investigation, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group relate to Ikona's compliance with environmental laws, regulations, rules, guidelines and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorordinances.

Environmental. To Landlord represents and warrants that it and, during Landlord's ownership, its tenants, have, prior to the knowledge Commencement Date, complied strictly and in all respects with the applicable laws, statutes, ordinances, permits, orders, decrees, guidelines, rules, regulations and orders pertaining to health or the environment (“Applicable Environmental Laws”), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of any member 1980 (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”), as each of the Caza Group: (i) no member of foregoing may be amended from time to time. Tenant, and its agents, contractors, employees and invitees, shall comply strictly and in all respects with the Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Applicable Environmental Laws, there have been no spillsincluding without limitation CERCLA and RCRA, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any as each of the real property owned or leased by foregoing may be amended from time to time. Each party does hereby, for itself and its heirs, legal representatives, successors and assigns agree to and hereby does indemnify, defend and hold harmless the Caza Group at other party, and its heirs, legal representatives, successors and assigns, from any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licensesliabilities, permitsassessments, consentssuits, approvalsdamages, agreementscosts and expenses, certificates attorneys’ fees and regulatory approvals are in full force and effect and no member judgments related to or arising out of (a) the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment breach of any of the sameagreements of the indemnifying party under this section, (b) the handling, installation, storage, use, generation, treatment or disposal by the indemnifying party of Hazardous Materials (as hereinafter defined), including any cleanup, remedial, removal or restoration work required by the Applicable Environmental Laws which is necessitated by indemnifying party’s violation of the provisions of this Section or (c) the assertion of any lien or claim upon the Premises pursuant to the Applicable Environmental Laws which is instituted due to any action of the indemnifying party; and (vii) full provided however, as between Landlord and accurate particulars of orTenant, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations connection with any such indemnification arising out of any member event occurring after the Commencement Date, unless the event can be shown to be the action or omission of the Caza Group Landlord, the Tenant shall indemnify the Landlord in connection therewith. The covenants and which are agreements of Tenant under this section shall survive the expiration or termination of this Lease. As used in this Lease, the possession term “Hazardous Materials” means any flammables, explosives, radioactive materials, asbestos-containing materials, petroleum products, the group of organic compounds known as polychlorinated byphenyls and other hazardous waste, toxic substances or control of any member related materials, including without limitation, substances defined as hazardous substances, hazardous materials, toxic substances or solid waste in CERCLA, the Hazardous Materials Transportation Act and RCRA, as each of the Caza Group as of the date hereof have been disclosed in writing foregoing may be amended from time to the Investortime.

Environmental. To the knowledge of any member The only representations and warranties given in respect to Environmental Laws, Environmental Permits, or Environmental Claims are those contained in this Section 5.10, and none of the Caza Group:other representations and warranties contained in this Agreement will be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, or Environmental Claims, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10 and by Article IX. (a) Except as set forth on Schedule 5.10(a)-1, (i) no member of to Seller’s Knowledge, Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Caza Group Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is in violation of any Lawscurrently being conducted, (ii) to Seller’s Knowledge, with respect to environmentalthe Purchased Assets and the Business, health or safety matters (collectivelySeller is in compliance, "in all material respects, with the requirements of such Environmental Permits and Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times , and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except 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. Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as permitted by Environmental Lawsset forth on Schedule 5.10(b), there have been no spills, releases, deposits or discharges neither Seller nor any Affiliate of hazardous or toxic substances, contaminants or wastes Seller has received within the Caza Group's ownershiplast three years any written notice, possession report, or control at other information regarding any time, on actual or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in alleged violation of Environmental Laws, of any hazardous or toxic substancesEnvironmental Permits, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal liabilities or other sewer potential liabilities, including any investigatory, remedial, or drain water systems; (v) no orderscorrective obligations, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets operation of the Caza Group;Business or the Purchased Assets arising under Environmental Laws. (vic) each member of Except as set forth on Schedule 5.10(c), (i) to Seller’s Knowledge, there is and has been no Release from, in, on, or beneath the Caza GroupReal Property that could form a basis for an Environmental Claim, as of and (ii) there are no Environmental Claims related to STLD01-1185616-10 MICHIGAN GAS the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. (d) Seller has made available to Buyer, prior to the date hereof, holds all licensesmaterial correspondence, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessmentsstudies, audits, reviews or reviews, investigations, whether analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in draft or final form, which concern in whole or in part (directly or indirectly) accordance with the current or previous operations “Statement of any member Position 96-1: Environmental Remediation Liabilities,” prepared by the Accounting Standards Executive Committee of the Caza Group and American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the possession or reasonable control of Seller. (e) Except as set forth on Schedule 5.10(e), Seller has not entered into any member settlements with any of its insurance carriers in connection with the clean-up of any of the Caza Group as of the date hereof have been disclosed in writing manufactured gas plant sites related to the InvestorPurchased Assets or Assumed Obligations.

Environmental. To Seller has received no written notice from any governmental authority that such governmental authority has determined that there are any violations of an Environmental Law affecting the knowledge Property. Seller has received no written notice from any governmental authority that the Property has been previously used as a landfill or as a dump for garbage or refuse. In the event, prior to Closing, Seller receives written notice from any governmental authority that such authority has determined there are any violations or possible violations of any member of an Environmental Law affecting the Caza Group: (i) no member of the Caza Group is Property, Seller shall immediately notify Purchaser thereof. The representations and warranties made in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times this Agreement by Seller shall be continuing and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group shall be deemed made as of the date hereof have been disclosed and remade by Seller as of the Closing Date in writing all material respects, with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(f) hereof. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenant under the Lease, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenant under the Lease or the Property, and any other information pertaining to the InvestorProperty or the market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Property and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitations.

Environmental. To the knowledge of any member of the Caza GroupPET: (ia) no member none of PET, POT or the Caza Group Administrator is in material violation of any applicable federal, provincial, municipal or local Laws, regulations, orders, government decrees, ordinances or regulatory approvals with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (iib) each member of PET, POT and the Caza Group Administrator has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in material compliance with Environmental Laws; (iiic) except as permitted by Environmental Laws, there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within PET's, POT's or the Caza GroupAdministrator's ownership, possession or control at any timecontrol, other than those which have been or are in the process of being rectified, on or from or under or in any of the real property owned or leased by PET, POT or the Caza Group at Administrator or on any timeother real property; (ivd) there have been no material releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within PET's, POT's or the Caza GroupAdministrator's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemssystems by PET, POT or the Administrator; (ve) no material orders, directions, demands directions or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of PET, POT or the Caza GroupAdministrator other than abandonment and reclamation orders, directions or notices issued in connection with the normal course of business; (vif) each member no event, matter, occurrence or circumstance with respect to environmental matters exists which could reasonably be expected to interfere with PET, POT or the Administrator obtaining any required Regulatory Approvals in respect of its projects or that could have a Material Adverse Effect on PET; and (g) PET, POT and the Caza GroupAdministrator, as of the date hereof, holds hold all licensesmaterial licences, permits, consents, approvals, agreements, certificates permits and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenseslicences, permits, consents, approvals, agreements, certificates permits and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investoreffect.

Environmental. To (a) The Donrey Assets and the Donrey Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which DR Partners has received in the past three years alleging any violation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to the Donrey Assets and/or the Donrey Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. DR Partners possesses all Environmental Permits which are required for the operation of the Donrey Newspapers as currently conducted, and are in compliance with the provisions of all such Environmental Permits. (b) There has not been any storage, treatment, generation, transportation or Release of any Hazardous Materials by DR Partners at or from the Donrey Real Estate or, to the knowledge of DR Partners at any member Facility to which DR Partners sent Hazardous Materials relating to the Donrey Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the incurrence of any damages under, any applicable Environmental Laws. (c) All Containers which have been heretofore removed from the Donrey Real Estate or such other real property were removed and disposed of in compliance with all applicable Environmental Laws. (d) No Lien or deed notice or restriction has been recorded under any Environmental Law with respect to any property or facility owned, operated, leased, managed, controlled or used by DR Partners with respect to any of the Caza GroupDonrey Newspapers. (e) No Donrey Real Estate or Facility relating to any of the Donrey Newspapers which is to be owned or used by the Partnership is listed on the National Priorities List or on the Comprehensive Environmental Response, Compensation and Liability Information System list, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), or on any state or local list of sites requiring removal, remedial response or corrective action pursuant to any environmental law. (f) Without in any way limiting the generality of the foregoing: (i) there is no member of the Caza Group is friable asbestos contained in violation or forming part of any Lawsbuilding, building component, structure, office space or equipment owned, operated, leased, managed or controlled by DR Partners with respect to environmental, health any of the Donrey Newspapers or safety matters (collectively, "Environmental Laws")located on the Donrey Real Estate; (ii) each member of no polychlorinated biphenyls are used or stored on the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws;Donrey Real Estate; and, (iii) except as permitted there are no locations included within the Donrey Real Estate at which any Hazardous Material generated, used, owned or controlled by Environmental Laws, there DR Partners or its or affiliates have been no spills, releases, deposits disposed of or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, Released into the earth, air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorEnvironment.

Environmental. To Except for any matters that, individually or in the knowledge of any member of the Caza Groupaggregate, would not have a Material Adverse Effect on Peregrine: (i) no member all facilities and operations of Peregrine and the Caza Group is Peregrine Subsidiaries have been conducted, and are now, in violation of any Laws, compliance with respect to environmental, health or safety matters (collectively, "all Environmental Laws"); (ii) each member the 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 Environmental Laws, neither Peregrine nor any of the Caza Group Peregrine Subsidiaries has operated its business at all times and has generatedcaused or permitted the release of any Hazardous Substances at, receivedin, handledon, usedunder or from the Material Property, stored, treated, shipped, recycled and disposed of all waste and contaminants except in compliance with all Environmental Laws; all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of Material Property have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws and to the knowledge of Peregrine, there are no Hazardous Substances at, in, on, under or migrating from the Material Property except in material compliance with all Environmental Laws; (iii) except Peregrine and the Peregrine Subsidiaries are in possession of all Environmental Approvals (all of which are being complied with in all material respects) required to own, lease, operate, develop and exploit the Material Property and to conduct its business as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any timeit is now being conducted; (iv) no environmental, reclamation or abandonment obligation or work orders or clean up or remediation orders or other liabilities presently exist with respect to any portion of the Material Property and, to the knowledge of Peregrine and the Peregrine Subsidiaries, there have been is no releases, deposits basis for any such obligations or discharges, liabilities to arise in violation of Environmental Laws, the future as a result of any hazardous or toxic substances, contaminants or wastes, within activity on the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systemsMaterial Property; (v) to the knowledge of Peregrine and the Peregrine Subsidiaries, there are no ordersactual changes in the status, directions, demands terms or notices have been threatened or have been issued and remain outstanding pursuant to conditions of any Environmental Laws relating to Approvals now held by Peregrine or any of the Peregrine Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Approval, 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 completion of the Arrangement or the other transactions contemplated herein or the continuation of the business or assets of Peregrine and the Caza Group;Peregrine Subsidiaries following the Effective Date; and (vi) each member neither Peregrine nor any of the Caza GroupPeregrine Subsidiaries has received from any Person or Governmental Entity any notice, as formal or informal, of the date hereofany proceeding, holds all licensesaction or other claim, permits, consents, approvals, agreements, certificates and regulatory approvals required liability or potential liability arising under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances Law that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investoris pending.

Environmental. To the knowledge of any member of the Caza Group: (a) (i) no member Seller, the Transferred Assets and the Business comply and at all times have complied in all material respects with all applicable Environmental Laws, (ii) except in material compliance with applicable Environmental Laws, as required in the ordinary course of the Caza Group is Business and as could not reasonably be expected to have a Material Adverse Effect, no Hazardous Substances are present at or have been Released or, to the Knowledge of Parent and Seller, threatened to be Released from, onto or under any of the properties (including, without limitation, soils, groundwater, surface water, buildings or other structures) currently owned, leased, operated or otherwise used by Seller or the Business, (iii) none of Seller or the Business have received any notice, demand, letter, claim or request for information alleging that Seller in connection with the Business, the Transferred Assets or the Business are or may be in violation of or liable under any LawsEnvironmental Law, (iv) none of Seller or Parent in connection with respect the Business, the Transferred Assets or the Business are subject to environmentalany order, health decree, injunction or safety matters (collectively, "Environmental Laws"); (ii) each member other directive of any Governmental Authority and none of Seller or Parent in connection with the conduct of the Caza Group has Business, the Transferred Assets or the Business are subject to any indemnity or other agreement with any Person or entity relating to Hazardous Substances, (v) there are no circumstances or conditions involving Seller or Parent in connection with the Business, the Transferred Assets or the Business, any assets (including, without limitation, real property) or businesses previously owned, leased, operated its business at all times and has generatedor otherwise used by Seller or Parent, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the assets (including, without limitation, real property owned property) or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, businesses of any hazardous or toxic substances, contaminants or wastes, within predecessors of Seller in connection with the Caza Group's Business that could reasonably be expected to result in any restriction on the ownership, possession use or control, into transfer of any of the earth, air Transferred Assets arising under or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws Law and (vi) Seller has provided to Purchaser the following: (A) a copy of each Permit or pending application for any Permit and each order, judgment, decree, consent agreement or similar document imposing material obligations on Seller issued pursuant to or in connection with any Environmental Law and relating to the business Business or assets the Transferred Assets; (B) copies of all material reports in the custody or control of Seller, including, without limitation, “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the environmental condition of the Caza Group; Business or the Transferred Assets or the compliance of Seller, the Business or the Transferred Assets with Environmental Laws; (viC) each member documentation, if applicable, showing the compliance of the Caza Group, as Seller with any material financial responsibility requirements of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any applicable Environmental Laws Law in connection with the operation Business or the Transferred Assets; and (D) documentation, if applicable, demonstrating the compliance of its business as presently conducted and Seller with any applicable Environmental Laws that condition, restrict, or prohibit the ownership and use of its assets and all such licensestransfer, permitssale, consentslease, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation assignment or curtailment closure of any of the same; andBusiness or the Transferred Assets, including, without limitation, any so-called “environmental property transfer laws.” (viib) full and accurate particulars As used herein, the term “Environmental Law” means any Law relating to the protection, investigation or restoration of orthe environment (including, in without limitation, natural resources) or the case health or safety of a documenthuman or other living organisms, a copy of all environmental including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, Release or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations threatened Release of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the InvestorHazardous Substance.

Environmental. To Notwithstanding anything to the knowledge contrary in this Agreement, the representations and warranties set forth in this Section 4.1 are the exclusive ----------- representations and warranties of Parent and Company concerning any member of and all Environmental Matters. Subject to the Caza GroupCompany Disclosure Memorandum, Parent and Company, jointly and severally, represent and warrant to Buyer and MedSource that, on the Closing Date: (ia) no member of the Caza Group is in violation of any LawsThe Company has obtained all material Environmental Permits, with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, including air or into any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with necessary for the operation of its business as presently conducted the Business. All such material Environmental Permits are set forth on the Company Disclosure Memorandum. All such Environmental Permits that have been obtained are and on the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are Closing Date will be in full force and effect and no member action to revoke any of them is pending. The Company is in compliance in all material respects with all terms and conditions of such Environmental Permits, and to Parent's Knowledge or to Company's Knowledge, since 1992 has substantially complied in all material respects with the Caza Group terms of all such Environmental Permits. (b) Neither Parent nor Company has received any Environmental Notice from any Governmental Authority seeking any information or alleging any violation of Environmental Laws, any Environmental Conditions or any Environmental Compliance Liability that could lead to Environmental Liability against the Company exceeding the De Minimis Amount. (c) Since 1992, there are no past or pending or, to Parent's Knowledge or Company's Knowledge, threatened Environmental Claims against the Company or, with respect to the Business, the Company or the Transferred Assets. Since 1992, neither the Parent nor the Company has received notice of any facts or circumstances that may lead to which would form the revocation, cancellation or curtailment of basis for any of Environmental Claim against the same; andCompany. (viid) full and accurate particulars Since 1992, to Parent's Knowledge or Company's Knowledge, there has been no Release of ora Hazardous Substance at, from or on the Leased Premises that could give rise to an Environmental Claim against the Company. (e) Other than as set forth in the case of a documentCompany Disclosure Memorandum, a copy of all there have been no environmental or health and safety assessmentsinvestigations, studies, audits, test, reviews or investigationsother analyses (which have been reduced to writing) conducted by, whether in draft on behalf, or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control possession, of any member of the Caza Group as of the date hereof have been disclosed in writing Company with respect to the InvestorLeased Premises that have not been delivered to Buyer prior to the execution of this Agreement. (f) To Parent's Knowledge or to Company's Knowledge, other than as set forth in the Company Disclosure Memorandum, there are no underground storage tanks located on the Leased Premises. Notwithstanding anything to the contrary in this Section 4.1, neither ----------- Parent nor Company make any representations or warranties regarding Environmental Matters from and after the Closing Date.

Environmental. To the knowledge of LynkTel has never owned or operated any member of the Caza Groupreal property except for leased office space: (ia) To the Best Knowledge of LynkTel, no member of real property (or the Caza Group is in violation of subsurface soil and the ground water thereunder) now or previously leased by LynkTel (the "Leased Premises") either contains any Laws, with respect to environmental, health Hazardous Substance (as hereinafter defined) or safety matters (collectively, "Environmental Laws")has underneath it any underground fuel or liquid storage tanks; (iib) each member To the Best Knowledge of LynkTel, there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Caza Group has operated its business at all times and has generatedLeased Premises, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants now or in compliance with Environmental Lawsthe past; (iiic) except as permitted by Environmental LawsLynkTel is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the presence, release, threat of release, placement on or in the Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) LynkTel has not received any written notice and has no knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of LynkTel, there have been no spillscommunications or agreements with any Governmental Authority or agency (federal, releasesstate, deposits or discharges local) or any private person or entity (including, without limitation, any prior owner of hazardous the Leased Premises and any present or toxic substancesformer occupant or tenant of the Leased Premises) relating in any way to the presence, contaminants or wastes within the Caza Group's ownershiprelease, possession or control at any timethreat of release, placement on or from in the Leased Premises, or under any generation, transportation, storage, treatment or in any of disposal at the real property owned or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, in violation of Environmental LawsLeased Premises, of any hazardous Hazardous Substance. LynkTel further agrees and covenants that LynkTel will not store or toxic substancesdeposit on, contaminants otherwise release or wastesbring onto or beneath, within the Caza Group's ownership, possession or control, into the earth, air or into Leased Premises any body of water or any municipal or other sewer or drain water systems; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating Hazardous Substance prior to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the sameClosing Date; and (viif) full and accurate particulars of There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, in the case to LynkTel's Best Knowledge, threatened, against LynkTel, and LynkTel knows of a documentno facts or circumstances which might give rise to any future litigation, a copy of all environmental proceeding, citizen's suit or health and safety assessments, audits, reviews governmental or investigations, whether in draft or final formother investigation, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group relate to LynkTel's compliance with environmental laws, regulations, rules, guidelines and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investorordinances.

Environmental. To the knowledge of any member of the Caza Group: Sellers or the Company, (i) no member the Company and its assets and business, and all real properties owned by the Company and/or at which the Company's assets or business are or have been operated (the "Properties"), are now and at all times have been, in material compliance with all Environmental Laws (as herein defined) and Environmental Permits (as herein defined); (ii) except as set forth in Schedule 4.23 of the Caza Group Disclosure Schedules, there is not now nor has there been any storage, handling, use, disposal or Release (as herein defined) of any Hazardous Materials (as herein defined) on, at, in or under any of the Properties and there are no Hazardous Materials within any structure on any of the Properties requiring remediation, decommissioning, decontamination, abatement or removal pursuant to Environmental Laws; (iii) there are no above or below ground tanks or reservoirs used or installed for the purpose of storage or containment of Hazardous Materials at, on or under any of the Properties; (iv) copies of all notices, notices of violation, citations, inquiries, information requests or demands and complaints which the Company or the Sellers have received respecting any alleged violation of or non-compliance with any Environmental Law or Environmental Permit are appended to Schedule 4.23 of the Disclosure Schedules, and all such violations and non-compliance alleged in such documents have been corrected by the Company to the satisfaction of the applicable governmental agency; (v) there are no Claims pending or threatened against the Sellers, the Company or the Company's assets or business or any of the Properties under Environmental Laws; (vi) the Company possesses all Environmental Permits which are required for the operation of its assets and business at the Properties as the same are currently being operated; (vii) all Environmental Permits issued to the Company are disclosed in Schedule 4.23 of the Disclosure Schedules, and the Sellers have delivered copies of all such Environmental Permits to Buyer; (viii) Seller and the Company shall take all necessary actions to have any Environmental Permits issued to the Sellers or the Company, which by their terms or by operation of law will expire or otherwise become ineffective on or before the Closing Date, renewed or reissued to the Company prior to the Closing Date so as to allow Buyer to continue the operation of the Company's assets and business without interruption after the Closing Date; (iv) Schedule 4.23 of the Disclosure Schedules sets forth all environmental studies, reports, audits, summaries, proposals, recommendations, work plans and field and laboratory data in Sellers' or the Company's possession, custody or control relating or referring to environmental conditions or the presence or Release of Hazardous Materials on, at, under or emanating from any of the Properties, including without limitation, with respect to environmentalany soil, health surface water or safety matters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business groundwater contamination at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws; (iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any time, on or from or under or in any of the real property owned Properties and Sellers or leased by the Caza Group at any time; (iv) there have been no releases, deposits or discharges, Company has delivered copies of such documents to Buyer. As used in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group'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; (v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group; (vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and regulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (vii) full and accurate particulars of or, in the case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.this Agreement,