Common use of Environmental Clause in Contracts

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.

Environmental. Except Within ten (10) days after the date hereof, Buyer 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, if any, of any toxic or hazardous substances and/or materials including, but not limited to, the existence of any underground storage tanks and/or asbestos located in, under or about each of the Assumed Lease Stores and 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 matters thatPhase I, individually or 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 aggregatePhase I or if Buyer does not cause a Phase II to be completed within the timeframe set forth above, would not 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 would not reasonably be expected the 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 have an Avion Material Adverse Effect: which (i) all facilities and operations 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 Avion and the Avion Material Subsidiaries have been conductednotice from Buyer thereof, and are nowinform Buyer if Seller, in compliance with all Environmental Laws; (ii) Avion its sole discretion, shall commence and diligently pursue the Avion Material Subsidiaries are in possession ofremoval, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation remediation 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment disposal of any such environmental approvalstoxic or hazardous substance or material, consentsasbestos, waiverslead containing materials or underground storage tanks in the manner required by Environmental Law ("Remediation"). If Seller, permitsin its sole discretion, orders and exemptionsis unwilling or unable to perform such Remediation, or any review by, or approval of, any Governmental Entity 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 approvalscondition and the Remediation related thereto, consentsrelease Seller from any obligation or liability for the environmental condition and the Remediation related thereto, waivers, permits, orders and exemptions that are required complete the acquisition of the Purchased Assets in connection accordance with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vib) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectterminate this Agreement.

Environmental. Except for any matters thatTo the Knowledge of the Company, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effectexcept as set forth on Schedule 5.14: (i) all There are no underground tanks and related pipes, pumps and other facilities at the Real Property of the Company or any of its Subsidiaries containing Hazardous Materials that are the responsibility of the Company or any of its Subsidiaries and operations that would reasonably be expected to give rise to a material liability of Avion 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 any way incorporated in any building, structure or other form of improvement on the Avion Material Real Property that are the responsibility of the Company or any of its Subsidiaries have been conductedand 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 are now, for the past three (3) years has been in compliance in all material respects with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating Laws applicable to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, Real Property or to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Company’s or any of the Avion 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 Company’s Subsidiaries’ business operations. (i) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion Company or any of the Avion Material its Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour 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 audits, assessments, investigation reports, studies, plans, regulatory correspondence respects with all applicable Environmental Laws; and similar information with respect to environmental matters; and (viiii) to there has been no Release of any Hazardous Material by the knowledge Company or any of Avion, Avion and the Avion Material its Subsidiaries are not subject to any past or present fact, condition or circumstance at such Real Property that could 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 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 would individually 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 liabilities, including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials by the aggregateCompany or any of its Subsidiaries at, constitute an Avion Material Adverse Effectupon or from such Real Property or formerly owned or leased property. This Section 5.14 sets forth the sole representations and warranties of the Seller Parties with respect to environmental matters, including with respect to any Environmental Law, Hazardous Material, or Release.

Environmental. Except for any matters that(a) Each of Buyer and its Subsidiaries has obtained, individually or and is in compliance with, all Environmental Permits required in connection with its operations and the Buyer Real Property. Each Environmental Permit, together with the name of the Governmental Entity issuing such Environmental Permit, is set forth in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) Buyer Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and all facilities and operations of Avion and the Avion Material Subsidiaries renewal applications for such Environmental Permits have been conductedtimely filed with the appropriate Governmental Entity. None of such Environmental Permits will be terminated or impaired or become terminable as a result of the Acquisition. Each of Buyer and its Subsidiaries has been, and are nowis currently, in compliance with all Environmental Laws; (ii) Avion and . Neither Buyer nor any of its Subsidiaries has received notice or to Buyer’s Knowledge neither any of the Avion Material Operators of Buyer’s Hydrocarbon Interests, alleging that Buyer or any of its Subsidiaries are is not in possession ofsuch compliance in all material respects with Environmental Laws. To the Knowledge of Buyer, and in compliance withno operator of Buyer’s Hydrocarbon Interests has received notice alleging that, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to Buyer’s Hydrocarbon Interests, such operator is not in compliance in all material respects with Environmental Laws. (b) There are no past, pending or, to Buyer’s Knowledge, threatened Environmental Actions against Buyer or any portion of its Subsidiaries, or to Buyer’s Knowledge against any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or operator of Buyer’s Hydrocarbon Interests relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avionsuch Hydrocarbon Interests. To Buyer’s Knowledge, there is are no basis for past, pending or threatened Environmental Actions affecting Buyer or any such obligations, demands, notices, work orders of its Subsidiaries or liabilities to arise in the future as a result affecting any of any activity in respect of such property, interests, rights, operations and business;Buyer’s Hydrocarbon Interests. (ivc) neither Avion Neither Buyer nor any of its Subsidiaries, nor to Buyer’s Knowledge any operator of Buyer’s Hydrocarbon Interests (to the Avion Material extent relating to such Hydrocarbon Interests), has entered into or agreed to any Order, and neither Buyer nor any of its Subsidiaries is subject to any proceedingOrder, application, order relating to compliance with any Environmental Law or directive which relates to environmental, health investigation or safety matters, and which may require cleanup of a Hazardous Substance under any material work, repairs, construction or expenditures;Environmental Law. (vd) Neither Buyer nor any of its Subsidiaries, nor to Buyer’s Knowledge any operator of Buyer’s Hydrocarbon Interests (to the knowledge of Avionextent relating to such Hydrocarbon Interests), there are no changes in the status, terms or conditions of has received an information request from any Governmental Entity under any Environmental Permits held Law. (e) Buyer has provided to Seller true and complete copies of, or access to, all written environmental assessments, materials, reports, data, analyses and compliance audits that have been prepared by Avion or on behalf of Buyer or any Subsidiary of Buyer (solely with respect to the Buyer Real Property or any other real property formerly owned, operated or leased by Buyer or any of the Avion Material Subsidiaries its Subsidiaries) or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery possession of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or Buyer and relate to any of the Avion Material Subsidiaries following the Effective Date;Buyer’s Hydrocarbon Interests. (vif) Avion The representations and warranties set forth in this Section 4.22 are the Avion Material Subsidiaries have made available sole and exclusive representations and warranties of Buyer under this Agreement that address or relate in any way to Endeavour any and all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge , including any Release or threatened Release of Avion, Avion and the Avion Material Subsidiaries are not subject to any past a Hazardous Substance or present fact, condition compliance with or circumstance that could reasonably be expected to result in liability liabilities under any Environmental Laws that would individually Law or in the aggregate, constitute an Avion Material Adverse Effectany Environmental Permit.

Environmental. Except for (a) None of the 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 matters thatsimilar state list, individually or is or has been the subject of any “Superfund” evaluation or investigation, or any other investigation or proceeding of any governmental authority or unaffiliated third party 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 aggregateeffect that the Water Plant is not being operated in compliance in all material respects with all applicable laws concerning the protection of public health, would not have public safety or would not reasonably be expected to have an Avion Material Adverse Effect: the environment (“Environmental Laws”). Seller has received no notice, written or otherwise, which remains outstanding or unresolved, (i) all facilities and operations (A) alleging that Seller or any of Avion and the Avion Material Subsidiaries have been conductedits agents is 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, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries to Seller’s knowledge, no such claims or notices are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted;threatened or pending. (iiic) There has been no environmentalviolation of Environmental Laws that remain unremedied or unresolved respecting the release or threatened release of any hazardous substance, reclamation pollutant or closure obligationcontaminant to any soil, demandgroundwater, noticesurface water, work order building component, wastewater, air or other liabilities presently exist with respect to media on or from any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or real property relating to the operations and business of Avion and Purchased Assets or the Avion Material Subsidiaries except as disclosed in Easement during the Avion Public Documents andownership, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders occupation or liabilities to arise in the future as a result of any activity in respect use of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held real property by Avion Seller or any of the Avion Material Subsidiaries its agents. (d) There are no and have not been any underground storage tanks, underground piping (except for water or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionssewer), or polychlorinated biphenyls used, stored, treated or disposed of at 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 real property relating to the execution or delivery of this Agreement, the consummation of the transactions contemplated herein Purchased Assets or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectEasement.

Environmental. (a) Except for any matters thatas set forth on Schedule 5.9(a)-1, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and to Seller’s Knowledge, Seller (to the Avion Material Subsidiaries have been conducted, and are now, extent related to the Purchased Assets) is in compliance with all applicable Environmental Laws; , (ii) Avion and the Avion Material Subsidiaries are in possession ofto Seller’s Knowledge, and in compliance with, Seller possesses all Environmental Permits that are required to own, lease and operate under Environmental Laws for the Avion Property and Avion Mineral Rights and to conduct their respective business operation of the Purchased Assets as they are now being conducted; currently operated and is in compliance with such Environmental Permits; and (iii) Seller has received no environmentalwritten notice that any Environmental Permit is subject to termination, reclamation modification or closure obligationrevocation. 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), demandneither 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, work order report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any liabilities presently exist with respect 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 portion 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 currently 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 formerly 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 used, operated or maintained by Seller or, to Seller’s Knowledge, are otherwise controlled propertylocated at any of the Purchased Assets. (e) Except as set forth on Schedule 5.9(e), interests and rights with respect to the Purchased Assets, within the last five years and, to Seller’s Knowledge, at any prior time, Seller has not assumed or retained, by contract or, to Seller’s Knowledge, by operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials. (f) Seller has made available to Buyer all material environmental reports relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed Purchased Assets that are in the Avion Public Documents and, to the knowledge possession or reasonable control of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectSeller.

Environmental. Except for any matters that(a) Each of the Acquired Company and its Subsidiaries has obtained, individually or and is in compliance with, all Environmental Permits required in connection with its operations and the Seller Real Property. Each Environmental Permit, together with the name of the Governmental Entity issuing such Environmental Permit, is set forth in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) Seller Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and all facilities and operations of Avion and the Avion Material Subsidiaries renewal applications for such Environmental Permits have been conductedtimely filed with the appropriate Governmental Entity. None of such Environmental Permits will be terminated or impaired or become terminable as a result of the Acquisition. Each of the Acquired Company and its Subsidiaries has been, and are nowis currently, in compliance with all Environmental Laws; (ii) Avion and . None of Seller, the Avion Material Acquired Company or any of its Subsidiaries are has received notice alleging that the Acquired Company or any of its Subsidiaries is not in possession ofsuch compliance in all material respects with Environmental Laws. To the Knowledge of Seller, and in compliance withno operator of Seller’s Hydrocarbon Interests has received notice alleging that, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to Seller’s Hydrocarbon Interests, such operator is not in compliance in all material respects with Environmental Laws. (b) There are no past, pending or, to Seller’s Knowledge, threatened Environmental Actions against the Acquired Company or any portion of its Subsidiaries, or to Seller’s Knowledge against any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or operator of the Acquired Company’s Hydrocarbon Interests relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avionsuch Hydrocarbon Interests. To Seller’s Knowledge, there is are no basis for past, pending or threatened Environmental Actions affecting the Acquired Company or any such obligations, demands, notices, work orders of its Subsidiaries or liabilities to arise in affecting any of the future as a result of any activity in respect of such property, interests, rights, operations and business;Acquired Company’s Hydrocarbon Interests. (ivc) neither Avion Neither the Acquired Company nor any of its Subsidiaries, nor to Seller’s Knowledge any operator of the Avion Material Acquired Company’s Hydrocarbon Interests (to the extent relating to such Hydrocarbon Interests), has entered into or agreed to any Order, and neither the Acquired Company nor any of its Subsidiaries is subject to any proceedingOrder, application, order relating to compliance with any Environmental Law or directive which relates to environmental, health investigation or safety matters, and which may require cleanup of a Hazardous Substance under any material work, repairs, construction or expenditures;Environmental Law. (vd) Neither the Acquired Company nor any of its Subsidiaries, nor to Seller’s Knowledge any operator of the Acquired Company’s Hydrocarbon Interests (to the knowledge of Avionextent relating to such Hydrocarbon Interests), there are no changes in the status, terms or conditions of has received an information request from any Governmental Entity under any Environmental Permits held Law. (e) Seller has provided to Buyer true and complete copies of, or access to, all written environmental assessments, materials, reports, data, analyses and compliance audits that have been prepared by Avion or on behalf of the Acquired Company, any Subsidiary of the Acquired Company or Seller (solely with respect to the Seller Real Property or any other real property formerly owned, operated or leased by the Acquired Company or any of the Avion Material Subsidiaries its Subsidiaries) or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery possession of this Agreement, the consummation of the transactions contemplated herein Seller or the continuation of the business of Avion or Acquired Company and relate to any of the Avion Material Subsidiaries following the Effective Date;Acquired Company’s Hydrocarbon Interests. (vif) Avion The representations and warranties set forth in this Section 3.21 are the Avion Material Subsidiaries have made available sole and exclusive representations and warranties of Seller under this Agreement that address or relate in any way to Endeavour any and all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge , including any Release or threatened Release of Avion, Avion and the Avion Material Subsidiaries are not subject to any past a Hazardous Substance or present fact, condition compliance with or circumstance that could reasonably be expected to result in liability liabilities under any Environmental Laws that would individually Law or in the aggregate, constitute an Avion Material Adverse Effectany Environmental Permit.

Environmental. Except No Obligor is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any 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 operation of its business and the properties which it owns, leases or otherwise occupies, (c) 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 Hazardous Substances are stored or disposed of by any Obligor or otherwise used by an Obligor in violation of any applicable Requirements of Environmental Laws (including, without limitation, there has been no Release of Hazardous Substances by any Obligor at, on or under any property now or previously owned or leased by the Borrower or any of their Subsidiaries), (e) except as disclosed in the environmental reports identified on Schedule 7.01(28) , to the knowledge of the Borrower (i) all underground storage tanks now or previously located on any real property owned or leased by it have been operated, maintained and decommissioned or closed, as applicable, in 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 matters that, individually or in the aggregate, would not have or contamination that would not reasonably be expected to have an Avion Material Adverse Effect: 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. (i29) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any CERCLA. No portion of any currently Obligor’s Property has been listed, designated or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed identified in the Avion Public Documents and, to National Priorities List or the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in CERCLA Information System both as published by the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any United States Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsProtection Agency, or any review bysimilar list of sites published by any federal, state or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution local authority proposed for requiring clean up or delivery of this Agreement, the consummation of the transactions contemplated herein remedial or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability corrective action under any Requirements of Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse EffectLaws.

Environmental. Except (a) Purchaser shall have a period of twenty (20) days after the 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 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 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 Property is impaired by an Environmental Condition or there 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 matters thathousehold garbage area which is 0.25 acres or less. The Environmental Notice shall include a copy of any report, individually notice, or in correspondence by which Purchaser was made aware of the aggregateimpairment or reportable violation. If Purchaser timely delivers the Environmental Notice, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: then Seller may, at its sole option, (i) all facilities conduct testing at Seller’s sole cost and operations expense to establish that the Property is not impaired by such Environmental Condition or there is no such reportable violation of Avion Environmental Laws and furnish Purchaser and Purchaser’s environmental consultant with the Avion Material Subsidiaries have been conductedresults of the test, and are nowwhereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price, in compliance with all Environmental Laws; or (ii) Avion 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 dangerous waste, substance or material 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, state or local laws and the Avion Material Subsidiaries are in possession ofregulations promulgated thereunder relating to pollution or protection of the environment, including laws relating to emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water, soil, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances and in compliance with(i) the Comprehensive Environmental Response, all Environmental Permits that are required to ownCompensation and Liability Act (as amended by the Superfund Amendments and Reauthorization Act), lease 42 U.S.C. § 9601 et seq.; (ii) the Resource Conservation and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; (iii) no environmentalthe Hazardous Materials ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, reclamation or closure obligation▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; (iv) the Toxic Substances Control Act, demand15 U.S.C. § 2601 et seq.; (v) the Clean ▇▇▇▇▇ ▇▇▇, notice, work order or other liabilities presently exist ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; and (vi) with respect to any portion of any currently or formerly ownedthe Property, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any all applicable laws of the Avion Material Subsidiaries is subject to any proceedingState of Arkansas based on, applicationor substantially similar to, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; the federal statutes listed in parts (i) through (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectforegoing.

Environmental. Except for To the Company’s best knowledge, except as set forth in the Loan Agreement and except with respect to any other matters that, that individually or in the aggregate, would aggregate could not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability a Material Adverse Change (as defined in the Loan Agreement): (a) There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the type ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or 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 that would individually 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 Land and the Improvements. (f) There are not now, nor have there ever been, any above ground or underground storage tanks located in or under the aggregate, constitute an Avion Material Adverse EffectMortgaged Property. There are no w▇▇▇▇ on or under the Mortgaged Property.

Environmental. Except for Following the expiration of the Approval Period, Purchaser may obtain additional environmental studies of the Property from time to time (the “Additional Environmental Reports”). In the event any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: such Additional Environmental Report discloses (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conductedthat there are conditions on, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights at or relating to the operations and business of Avion and Property which are in non-compliance with Environmental Requirements, or (ii) the Avion Material Subsidiaries except possibility that Hazardous Materials may exist on or under the Property that will require remediation under any applicable federal or state laws (herein, a “Subsequent Environmental Matter”), then Purchaser shall be entitled to terminate this Agreement so long as such Subsequent Environmental Matter (a) was not disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any environmental site assessment of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, Property obtained by Purchaser during the Approval Period and which may require any material work, repairs, construction or expenditures; (vb) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionshas, or any review byis reasonably likely to have, a material or approval of, any Governmental Entity adverse effect on the Property which could result in potential liability or expense to Purchaser in excess of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of $50,000. Should Purchaser so elect to terminate this Agreement, then Purchaser shall provide Seller with written notice thereof, whereupon the consummation ▇▇▇▇▇▇▇ Money shall be promptly 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, and thereafter neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Notwithstanding the foregoing, in the event any such Subsequent Environmental Matter is susceptible of cure, and Seller notifies Purchaser in writing, within five (5) business days following Purchaser’s notice of termination, that Seller has elected to cure such Subsequent Environmental Matter, then Purchaser’s notice of termination shall be deemed withdrawn, and Seller shall promptly undertake such cure and thereafter diligently pursue such cure to completion. In the event Seller elects to cure a Subsequent Environmental Matter, it shall be obligated to cure such Subsequent Environmental Matter by Closing; provided, however that if Seller cannot reasonably effect such cure by the scheduled Closing Date, then, provided that Seller has promptly commenced such cure and is diligently pursuing same, Seller shall have the right to extend the Closing Date for up to sixty (60) days, upon written notice delivered to Purchaser, in order to provide Seller with additional time to complete such cure; and, upon such extension of the transactions contemplated herein or Closing Date by Seller, Seller agrees to at all times thereafter continue to diligently pursue the continuation cure of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available such Subsequent Environmental Matter to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectcompletion.

Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the 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 for as (i) disclosed in any matters thatof the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, individually or as otherwise disclosed by Magellan to the Purchaser in the aggregatewriting, or (ii) would not have a material adverse effect on the Facilities or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andSeller operated thereon, to the Seller's knowledge of Avion, there (a) neither the Facilities nor the Seller's operation thereof is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result violation of any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries Environmental Law or is subject to any proceedingpending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks have been or are now located at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storage, applicationtreatment or disposal of hazardous or toxic wastes or materials, order chemical wastes, or directive which relates to environmentalother toxic substances, health or safety matters, except for the storage and which may require any material work, repairs, construction or expenditures; (v) to the knowledge disposal of Avion, there are no changes such wastes and materials in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 ordinary course of the business of Avion 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 or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facility, in violation of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 applicable Environmental Laws (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 fact of which the Seller acquires actual knowledge which would cause this representation to become false and of any written notice that would individually or the Seller receives regarding the matters set forth in the aggregate, constitute an Avion Material Adverse Effectthis subsection (t).

Environmental. Except for any matters thatWith respect to environmental matters, individually to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the aggregatearea of the Real Property, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents 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 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 portion 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 knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsProperty, 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 existing conditions within the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance Property that could reasonably be expected to result in material liability under any Environmental Laws or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that would individually 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 aggregatepossession of Seller or Seller’s Affiliates, constitute an Avion Material Adverse Effect.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)

Environmental. Except for any matters thatTo the Knowledge of the Buyer, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effectexcept as set forth on Schedule 6.14: (i) all There are no underground tanks and related pipes, pumps and other facilities at the Real Property of the Checksmart Parties containing Hazardous Materials that are the responsibility of the Checksmart Parties and operations that would reasonably be expected to give rise to a material liability of Avion the Checksmart Parties under any Environmental Law; and (ii) 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 such Real Property that are the Avion Material Subsidiaries have been conductedresponsibility 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 are nowfor 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) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) there has been no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion Release of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to Hazardous Material by the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any Checksmart Parties at 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Real Property 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that could 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 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 would individually 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 liabilities, including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials by the aggregateChecksmart Parties at, constitute an Avion upon or from such Real Property or formerly owned or leased property. This Section 6.14 sets forth the sole representations and warranties of the Buyer and Checksmart with respect to environmental matters, including with respect to any Environmental Law, Hazardous Material Adverse Effector Release.

Environmental. Except for as set forth on SCHEDULE 5.11 and without in any matters thatmanner limiting any other representations and warranties set forth in this Agreement: (a) Neither Seller, individually nor the Acquisition Assets, nor any Business Property, is in violation of, or has violated, or has been or is in non-compliance with, any Environmental Laws in connection with the aggregateownership, would not have use, maintenance, operation of, or would not reasonably be expected to have an Avion Material Adverse Effectconduct of the Business or any Business Property. (b) Without in any manner limiting the generality of (a) above: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, Except in compliance with Environmental Laws (including, without limitation, by obtaining necessary Permits) and to the Best Knowledge of Seller, no Materials of Environmental Concern have been used, generated, extracted, mined, beneficiated, manufactured, stored, treated, or disposed of, or in any other way released (and no 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 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 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 Acquisition Assets, or any of the Business Properties; (iv) Seller and all of its 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 Best Knowledge of Seller, 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 Seller, and there are no Materials of Environmental Concern in, under or on 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; (iivi) Avion and To the Avion Material Subsidiaries are in possession ofBest Knowledge of Seller, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any none of the Avion Material Subsidiaries is subject to off-site locations where Materials of Environmental Concern generated from any proceedingBusiness Property or for which Seller has arranged for treatment, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsstorage, or any review by, disposal has been nominated 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.identified as

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion a Eldorado Material Adverse EffectEffect or as disclosed to European Goldfields: (i) all facilities and operations of Avion Eldorado and the Avion Eldorado Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion Eldorado and the Avion Eldorado Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted or planned to be conducted; (iii) 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 Avion Eldorado and the Avion Eldorado Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of AvionEldorado, 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 Avion Eldorado nor any of the Avion Eldorado Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of AvionEldorado, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Eldorado or any of the Avion 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 Avion Eldorado or any of the Avion Eldorado Material Subsidiaries following the Effective Date; (vi) Avion Eldorado and the Avion Eldorado Material Subsidiaries have made available to Endeavour European Goldfields all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of AvionEldorado, Avion Eldorado and the Avion 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 aggregate, constitute an Avion a Eldorado Material Adverse Effect.

Environmental. Except for Company will provide to Agents copies of all notices received from or required to be made to (when sent) any matters that, individually Governmental Authority (other than notices routinely received or submitted in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (iordinary course of business) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business release or threatened release of Avion and the Avion Material Subsidiaries except as disclosed Hazardous Substances by Company or any Subsidiary in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor connection with any of the Avion Material assets or properties of Company or the Subsidiaries that is subject 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 proceedingproperty or asset (including the purchase of any assets permitted under Section 9.13 hereof), application, order Company shall review the effect of Environmental Laws on the property or directive which relates asset to environmental, health or safety mattersbe acquired, and which may require 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 any material workrespect, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Laws affecting such property or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectasset.

Environmental. Except for any matters that, individually or in the aggregate, that would not have or would not reasonably be expected to have an Avion a 4Front Material Adverse Effect: (i) all facilities and operations of Avion 4Front and the Avion Material its Subsidiaries have been conducted, and are now, in compliance with all applicable Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion 4Front and the Avion Material its Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion4Front, there is no reasonable 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 businessbusiness occurring as of or prior to the date hereof; (iviii) neither Avion none of 4Front nor any of the Avion Material its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (viv) to the knowledge of Avion4Front, there are is no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsPermits, or any review by, by or approval of, any Governmental Entity Entity, of such any environmental approvalsPermit, 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 Avion 4Front or any of the Avion Material Subsidiaries its Subsidiary following the Effective Datedate; (viv) Avion 4Front and the Avion Material its Subsidiaries have made available to Endeavour Cannex and BC Newco all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or under its control with respect to environmental matters; (vi) To the knowledge of 4Front, there are no hazardous substances located on, in or under any of the 4Front Properties and no release of any hazardous substances has occurred on, in or from the 4Front Properties from the operation of the business of 4Front or its Subsidiaries or the conduct of activities related to the business of 4Front or its Subsidiaries thereon; and (vii) to the knowledge of Avion4Front, Avion 4Front and the Avion Material its Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse EffectLaws.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Endeavour Material Adverse Effect: (i) all facilities and operations of Avion Endeavour and the Avion Endeavour Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion Endeavour and the Avion Endeavour Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Endeavour Property and Avion Endeavour Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion Endeavour and the Avion Endeavour Material Subsidiaries except as disclosed in the Avion Endeavour Public Documents and, to the knowledge of AvionEndeavour, 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 Avion Endeavour nor any of the Avion Endeavour Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of AvionEndeavour, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Endeavour or any of the Avion 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 Avion Endeavour or any of the Avion Endeavour Material Subsidiaries following the Effective Date; (vi) Avion Endeavour and the Avion Endeavour Material Subsidiaries have made available to Endeavour Avion all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of AvionEndeavour, Avion Endeavour and the Avion 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 aggregate, constitute an Avion Endeavour Material Adverse Effect.

Environmental. Except for With respect to the 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 matters thatevent the Seller's sites at Marlborough, individually or MA, Phoenix, AZ, Shakopee, MN, Mountain View, CA and Iselin, NJ with the exception of Purchased Equipment on such sites included in the aggregatedefinition of Purchased Assets), would not have or would not reasonably be expected to have an Avion Material Adverse Effectexcept as set forth in Schedule 5.10: (ia) all facilities and operations of Avion the Packaged Gas Business, the Purchased Assets and the Avion Material Subsidiaries have been conducted, and Leased Real Property are now, in all material respects in compliance with all Environmental Laws; (iib) Avion 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 the Avion Material Subsidiaries are is in possession of, and in material compliance with, with all Environmental Permits that are required to own, lease necessary for the operation of the Packaged Gas Business and operate the Avion Property and Avion Mineral Rights and to conduct their respective business Purchased Assets as they are now being conductedcurrently conducted by the Seller; (iiig) to the Knowledge of the Seller, there is no environmentalCondition on, reclamation under or closure obligationabout the Owned Real Property, demand, the Leased Real Property or the real property that is subject to the Site Licenses (to the extent related to the Purchased Assets) for which there is a legal obligation to perform any Remedial Action; (h) there are no pending actions or proceedings of which the Seller has received written notice, work order or to the Knowledge of the Seller, threatened actions, suits, demands, claims, investigations or other liabilities legal proceedings to revoke or limit any Environmental Permits; (i) Section (i) of Schedule 5.10 includes a list of all Environmental Permits related to the operation of 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 exist with respect conducted or material to any portion the Seller's current use of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or the Purchased Assets; and (j) all material environmental reports relating to the operations and business of Avion and Owned Real Property, the Avion Material Subsidiaries except as disclosed in Leased Real Property or real property that is subject to the Avion Public Documents Site Licenses (to the extent related to the Purchased Assets) have been made available to Airgas and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) extent related to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available Carolina Assets to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectNWS.

Environmental. Except for any matters that, individually or (a) Each of the Company and its Subsidiaries is in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, 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. (iib) Avion and Neither the Avion Material Company nor any of its Subsidiaries are in possession ofhas received written notice of or is subject to any proceeding with respect to, any material Environmental Claims against the Company or any Subsidiary, and in compliance withto the knowledge of the Company, all no such Environmental Permits that are required to own, lease Claims have been threatened and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist investigations with respect to any portion 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 the Company, (i) with respect to the real property currently or formerly owned, leased, used leased or otherwise controlled property, interests and rights operated by the Company or relating to the operations and business any of Avion and the Avion Material its Subsidiaries except as disclosed in the Avion Public Documents (and, to the actual knowledge of Avionthe persons listed under the definition of “knowledge” herein, there is with no basis for any such obligationsduty of inquiry, demands, notices, work orders or liabilities to arise in the future as a result of any activity in with respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceedingreal property formerly owned, application, order leased or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to operated by the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Company or any of its Subsidiaries), there have been no material Releases of Hazardous Materials that require a Cleanup or would otherwise result in any material liability to the Avion 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 Avion Company or any of the Avion Material its Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 Law, (ii) no underground tank or other underground storage receptacle for Hazardous Materials is located on the real property currently owned, leased or operated by the Company or any of its Subsidiaries; and (iii) the Company and its Subsidiaries have complied in all material respects with the aggregaterequirements of Environmental Law regarding the generation, constitute an Avion Material Adverse Effectuse, transportation and disposal of Hazardous Materials.

Environmental. Except for any matters that, as would not individually or in the aggregate, would not aggregate have or would not reasonably be expected to have an Avion a Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion Neither Vitran nor any of the Avion Material Vitran Subsidiaries is subject to in violation of, or has violated or has any proceedingliability under, application, order or directive which relates to environmental, health or safety matters, any Environmental Law and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the statusfacts, terms circumstances or conditions of any Environmental Permits held by Avion existing, initiated or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following occurring prior to the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that Date which could reasonably be expected to result in liability under any Environmental Laws that would individually 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 aggregatepast for the management of Contaminants, constitute 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) 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 Avion Material Adverse EffectEnvironmental Condition, or (ii) may be in violation of or have any liability under any Environmental Law. (iii) 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, and no such location, nor any of the real property currently owned, operated, or leased by Vitran or any of the Vitran Subsidiaries is listed on any governmental list or database of properties that may require Remediation.

Environmental. (a) Except for as set forth on Schedule 3.16: (i) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (ii) neither the Company nor any matters thatof its Subsidiaries has received any notice alleging that they are not in such compliance with Environmental Laws; (iii) there has been no unpermitted treatment, individually storage, disposal or in release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the aggregate, would not have Company or would not its Subsidiaries which release could reasonably be expected to give rise to any liability of the Company or its Subsidiaries; (iv) no Hazardous Substances are present in, on, 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 an Avion Material Adverse Effect: been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of 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 (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) all facilities releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances. The Company and operations each of Avion and the Avion Material its Subsidiaries have been conductedobtained, and are nowin compliance with, all Authorizations required by any Environmental Laws. All such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Closing Documents. The Company and each of its Subsidiaries have been, and are currently, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.

Environmental. Except for any matters that, which individually or in the aggregate, would not have or would aggregate are not reasonably be expected likely to have result in an Avion Material Adverse Effectexpenditure or liability in excess of $20 million: (ia) all facilities and operations of Avion Westcoast and its subsidiaries and, to the Avion Material Subsidiaries knowledge of Westcoast, any of its Partially Owned Entities have been conducted, and are now, in compliance with all Environmental Laws; (iib) Avion Westcoast and its subsidiaries and, to the Avion Material Subsidiaries knowledge of Westcoast, its Partially Owned Entities are in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Permits that are required Laws to own, lease and operate the Avion Property and Avion Mineral Rights their properties and to conduct their respective business businesses as they are now being conductedconducted or as proposed to be conducted (collectively the "Westcoast Environmental Permits"); and (c) neither Westcoast nor any of its subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities is subject to: (i) any Environmental Laws that require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures; (ii) any written demand or written notice alleging breach of or with respect to liability under any Environmental Laws applicable to Westcoast, any subsidiary of Westcoast or any of its Partially Owned Entities, including any regulations respecting the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances; (iii) no environmental, reclamation any written demand or closure obligation, demand, notice, work order or other liabilities presently exist written notice with respect to liability, by contract or operation of Environmental Laws applicable to Westcoast or any portion current or former subsidiary of Westcoast or any currently of its Partially Owned Entities or any of their respective predecessor entities, divisions or any formerly owned, leasedleased or operated properties or assets of the foregoing, used or otherwise controlled property, interests and rights or relating including liability with respect to the operations and business presence, release, threatened release or discharge of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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;Hazardous Substances; or (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Westcoast Environmental Permits held by Avion or any renewal (other than renewals in the ordinary course on the expiry of the Avion Material Subsidiaries or any renewalpermits), modification, revocation, reassurancereissuance, alteration, transfer alteration 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 Westcoast Environmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein hereby or the continuation of the business of Avion Westcoast or any subsidiaries of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material auditsWestcoast or, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of AvionWestcoast, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectof its Partially Owned Entities following such consummation.

Environmental. Except To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the past been used for any matters thathandling, individually storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the aggregateProperty, would not have any flammable explosives, radioactive materials, asbestos, or would not reasonably be expected 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 have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conductedProperty, and are now, Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Laws; Response, Compensation and Liability (ii“Superfund”) Avion and the Avion Material Subsidiaries are in possession ofAct of 1980, and in compliance withSolid Waste Disposal Act, all Environmental Permits that are required to ownFlorida Statutes Chapter 376, lease and operate other similar federal, state and local statutory schemes imposing liability on owners of the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmentalProperty. No inspection, reclamation or closure obligation, demand, notice, work order audit or other liabilities presently exist with respect to any portion of any currently Investigation has been conducted or formerly owned, leased, used or otherwise controlled property, interests and rights or relating requested as to the operations and business quality of Avion and the Avion Material Subsidiaries except as disclosed in air, surface or subsurface conditions at the Avion Public Documents andProperty 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 knowledge Property. To the best of AvionSeller’s knowledge, without inspection or an obligation to do so, there is no basis for evidence of any such obligationsrelease of hazardous materials onto or into the Property. No warning notice, demandsnotice of violation, noticesadministrative complaint, work orders judicial complaint or liabilities other formal or informal notice has been issued by a public agency alleging that conditions on the Property are in violation of environmental laws, regulations, ordinances or rules. Notwithstanding the foregoing to arise the contrary, in the future as a result of event that Purchaser’s environmental audit reveals any activity in respect of environmental concerns or contamination, the Purchaser shall advise Seller about such property, interests, rights, operations and business; (iv) neither Avion nor any of environmental concerns or contamination. In the Avion Material Subsidiaries is subject event Seller declines to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to pay for the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment remediation of any such environmental approvalsmatter, consentsPurchaser shall have the option to (a) terminate this Agreement and receive a return of its ▇▇▇▇▇▇▇ Money; or, waivers, permits, orders (b) close on the property subject to all of the other terms 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 conditions of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or Agreement and to assume all costs and expenses associated with any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectsuch remediation.

Environmental. Except for any matters thatcondition or other matter described in Exhibit 5.16 hereto, individually or (a) Seller (in connection with the aggregateTransferred Banking Center), would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion the Leased Property and the Avion Material Subsidiaries have been conductedTransferred Banking Center, to Seller’s knowledge, are, and are nowduring 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; ”); (iib) Avion and the Avion Material Subsidiaries there are in possession ofno actions, and in compliance withsuits, all Environmental Permits that are required claims, notices of violation, orders or proceedings pending or, to ownSeller’s knowledge, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmentalthreatened against Seller or any other person, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to the Leased Property or the Transferred Banking Center by or before any portion governmental authority or agency or by any third party which in any way relates to any Environmental Laws or to any presence of or exposure to any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating Hazardous Substances; (c) to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of AvionSeller’s knowledge, there is has been no basis for Hazardous Substance handled, stored, disposed of, or released in, on, under or from the Transferred Banking Center or Leased Property in a manner or in an amount or concentration that would trigger any such obligationsrequired notice, demandsinvestigation, noticesremedial action, work orders or liabilities to arise in the future as a result of material liability under any activity in respect of such property, interests, rights, operations and business; applicable Environmental Laws; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (vd) to the knowledge of AvionSeller’s knowledge, there are no changes regulated asbestos-containing materials, toxic mold or lead-based paint present at the Transferred Banking Center; (e) to Seller’s knowledge, there are, and have been, no underground storage tanks located on or under the Transferred Banking Center or Leased Property; and (f) Seller has made, or within ten (10) calendar days of the date hereof will make, available to Purchaser copies of all environmental and health and safety studies, reports and audits in the status, terms possession or conditions control of any Environmental Permits held by Avion or any of Seller related to the Avion 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 Leased Property or the continuation of Transferred Banking Center (the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion “Existing Environmental Reports”). To Seller’s knowledge, there are no environmental and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, health and safety studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) reports or audits related to the knowledge of Avion, Avion and Leased Property other than the Avion 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 Existing Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse EffectReports.

Environmental. Except for (a) The Lessee hereby covenants that it will not cause or permit any matters thatHazardous Substances to be placed, individually held, located or disposed of, on, under or at the Premises or Preferential Use Premises, other than in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities ordinary course of business and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;applicable laws. (iib) Avion In furtherance and not in limitation of any indemnity elsewhere provided to the Lessor hereunder, the Lessee hereby agrees to indemnify and hold harmless the Lessor and the Avion Material Subsidiaries are in possession ofCity of Wichita from and against any and all losses, and in compliance withliabilities, all Environmental Permits that are required to ownincluding strict liability, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmentaldamages, reclamation or closure obligationinjuries, demandexpenses, noticeincluding reasonable attorneys’ fees, work order or other liabilities presently exist with respect to any portion costs of any currently settlement or formerly owned, leased, used or otherwise controlled property, interests judgment and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result claims of any activity in respect and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessor or the City of such property, interests, rights, operations and business; (iv) neither Avion nor Wichita by any person or entity for or arising out of the Avion Material Subsidiaries is subject to presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during any proceedingterm of this lease of any Hazardous Substance (including, applicationwithout limitation, any losses, liabilities, reasonable attorneys’ fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, any federal, state or local so- called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order or directive which relates decree regulating, relating to environmentalor imposing liability, health including strict liability, or safety mattersstandards of conduct concerning, and which may require any material workhazardous substance) if such presence, repairsescape, construction seepage, leakage, spillage, discharge, emission was caused by the Lessee, or expenditures; (v) to persons within the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any control of the Avion Material Subsidiaries or any renewalLessee, modificationits officers, revocationemployees, reassuranceagents, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsand/or licensees, or any review if such Hazardous Substance was owned by, or approval oflocated on the premises by, the Lessee (without regard to the actual cause of any Governmental Entity of such environmental approvalsescape, consentsseepage, waiversleakage, permitsspillage, orders and exemptions that are required in connection with discharge, emission or release). (c) If, during the execution or delivery term of this Agreement, the consummation Lessee receives any notice of (i) the happening of any event involving the use (other than in the ordinary course of business and in compliance with all applicable laws), spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the premises or in connection with the Lessee’s operations thereon or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, or any other environmental, health, or safety matter affecting the Lessee (an “Environmental Complaint”) from any persons or entity (including, without limitation), the United States Environmental Protection Agency (the “EPA”) or the Kansas Department of Health and Environment (“KDHE”), the Lessee shall immediately notify the Lessor in writing of said notice. (d) The Lessor shall have the right, but not the obligation, and without limitation of the transactions contemplated herein Lessor’s other rights under this Agreement, to enter the Premises and Preferential Use Premises or to take such other actions as deemed necessary or advisable to inspect, clean up, remove, resolve or minimize the impact of, or to otherwise deal with, any hazardous substance or environmental complaint following receipt of any notice from any person, including, without limitation, the EPA or KDHE, asserting the existence of any hazardous substance or an environmental complaint pertaining to the leased premises or any part thereof which, if true, could result in an order, suit or other action against the Lessee and/or which, in the reasonable judgment of the Lessor, could jeopardize its interests under this Agreement. If such conditions are caused by circumstances within the control of the Lessee or if such circumstances result from a Hazardous Substance owned by, or located on the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release) all reasonable costs and expenses incurred by the Lessor in the exercise of any such rights shall be payable by the Lessee, within 15 days of written demand by Lessor. (e) If an event of default shall have occurred and be continuing, the Lessee at the request of the Lessor shall periodically perform (at the Lessee’s expense) an environmental audit and, if reasonably deemed necessary by the Lessor, an environmental risk assessment (each of which must be reasonably satisfactory to the Lessor) of the premises, or the continuation of hazardous waste management practices and/or hazardous waste disposal sites used by the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Lessee with respect to the leased premises. Such audit and/or risk assessment shall be conducted by an environmental matters; andconsultant satisfactory to the Lessor. Should the Lessee fail to perform any such environmental audit or risk assessment within 90 days of the written request of the Lessor, the Lessor shall have the right, but not the obligation, to retain an environmental consultant to perform any such environmental audit or risk assessment. All costs and expenses incurred by the Lessor in the exercise of such rights shall be payable by the Lessee on demand. (viif) Neither Lessee nor Lessor shall install or permit to be installed in the premises friable asbestos, electrical equipment containing polychlorinated biphenyls (PCBs), or any substance containing asbestos and deemed hazardous by federal or state regulations applicable to the knowledge of Avionpremises and respecting such material. The Lessee shall defend, Avion indemnify, and save the Lessor and the Avion Material Subsidiaries are not subject City of Wichita harmless from all costs and expenses (including consequential damages) asserted or proven against the Lessee by any person, as a result of the presence of said substances, and any removal or compliance with such regulations, if said substance was installed by the Lessee, or persons within its control. (g) Subject to any past limitations or present factrestrictions imposed by the Kansas Budget Law or Cash Basis Law, condition the Lessor hereby agrees to indemnify and hold harmless the Lessee from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or circumstance that could judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessee by any person or entity for, arising out of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during the term of this Agreement and the period prior to the term of this Agreement of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, any federal, state or local so-called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order of decree regulating, relating to or imposing liability, including strict liability, or standards of conduct concerning any hazardous substance) unless such presence, escape, seepage, leakage, spillage, discharge, emission or release was caused by the Lessee, or persons within the control of the Lessee, its officers, employees, agents, business invitees and/or licensees, or if such hazardous substance was owned by, or placed upon the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release except to the extent such was caused by the Lessor). (h) Lessor shall grant to Lessee and its agents or contractors such access to the leased premises as is reasonably necessary to accomplish such removal and prepare such audit. If such removal is not accomplished prior to the expiration of the lease term, Lessee shall be expected obligated to result in liability under any Environmental Laws that would individually or pay rent to Lessor in the aggregate, constitute an Avion Material Adverse Effectamount of One Hundred Twenty-five Percent (125%) of the last month’s rent. (i) The provisions of this article shall survive the termination of this Agreement.

Environmental. Except (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 matters thatHazardous Substances during the period of Seller’s operation thereof; (e) Each Seller holds all licenses, individually or permits and approvals required by that Seller by any regulatory authority under any Environmental Laws in connection with the aggregateoperation of the Business; (f) With respect to Sellers and the Leased Real Property, would Sellers are not aware of and have or would not reasonably be expected received any written notification pursuant to have an Avion Material Adverse Effect: any Environmental Laws that (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, corrective or remedial action, construction or expenditures; (v) capital expenditures are required to the knowledge be made as a condition of Avion, there are no changes in the status, terms or conditions of continued compliance with any Environmental Permits held by Avion Laws or any of the Avion Material Subsidiaries or any renewallicense, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, permit or approval ofissued pursuant thereto; (ii) any material license, permit or approval under any Governmental Entity of such environmental approvalsEnvironmental Laws is about to be reviewed, consentsmade subject to limitations or conditions, waiversrevoked, permitswithdrawn or terminated; or (iii) any events, orders and exemptions that are required in connection conditions, circumstances, activities, practices, incidents, actions or omissions may interfere with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein prevent compliance or the continuation of the business of Avion or continued compliance with any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental mattersEnvironmental Law; and (viig) Sellers have previously delivered (or will have delivered within 20 days after the date of this Agreement) to Purchaser a copy of all reports, assessments, investigations, permits, correspondence and other documents and information whatsoever which relate to the knowledge compliance status of Avion, Avion and such Seller or the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability Leased Real Property under any Environmental Laws that would individually or in Laws. (h) For the aggregatepurposes of this Section 3.19, constitute an Avion Material Adverse Effect.the following terms shall have the following meanings:

Environmental. Except for To the knowledge of any matters that, individually or in member of the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse EffectCaza Group: (i) all facilities and operations no member of Avion and the Avion Material Subsidiaries have been conductedCaza Group is in violation of any Laws, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety mattersmatters (collectively, "Environmental Laws"); (ii) each member of the Caza Group has operated its business at all times and which may require 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 material worktime, repairson 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, construction deposits or expendituresdischarges, 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 knowledge of Avion, there are no changes in the status, terms business or conditions of any Environmental Permits held by Avion or any assets of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective DateCaza Group; (vi) Avion 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 Avion Material Subsidiaries have made available 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 Endeavour all material auditsthe revocation, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matterscancellation 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 knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectInvestor.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (a) The Acquired Company and each of its Subsidiaries (i) all facilities and operations have not received any notice or other communication of Avion and the Avion Material Subsidiaries have any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been conducted, and are now, in compliance with all Environmental Laws; cured or for which there is any remaining material Liability; (ii) Avion and the Avion Material Subsidiaries are in possession have not disposed of, and in compliance withemitted, all discharged, handled, stored, transported, used or released any Hazardous Materials, distributed, sold or otherwise placed on the market Hazardous Materials or any product containing Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any material Liability or corrective or remedial obligation under any Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Laws; (iii) no environmentalhave not entered into any agreement that may require it to guarantee, reclamation reimburse, pledge, defend, hold harmless or closure obligation, demand, notice, work order or indemnify any other liabilities presently exist party with respect to Liabilities arising out of Environmental Laws or the Hazardous Materials related activities of the Acquired Company or any portion of its Subsidiaries or any other Person; (iv) have no Knowledge of any currently fact or formerly circumstance that would involve the Acquired Company or any of its Subsidiaries in any environmental litigation or Liability; and (v) have Made Available to Buyer all records in the Acquired Company’s and its Subsidiaries’ possession concerning the Hazardous Materials activities of the Acquired Company and its Subsidiaries and all environmental audits and environmental assessments of any facility owned, leasedleased or used at any time by the Acquired Company or each of its Subsidiaries conducted at the request of, used or otherwise controlled propertyin the possession of Seller, interests the Acquired Company or any of its Subsidiaries. There are no Hazardous Materials in, on, or under any properties owned, leased or used by the Acquired Company or each of its Subsidiaries such as could give rise to any material Liability or material corrective or material remedial obligation of the Acquired Company or any of its Subsidiaries under any Environmental Laws. (b) For the purposes of this Section 3.18, (i) “Environmental Laws” means all federal, state, local and rights foreign Laws and regulations relating to pollution, protection of the environment, worker health and safety or exposure of any individual to Hazardous Materials, including Laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the operations manufacture, processing, registration, distribution, labeling, recycling, use, treatment, storage, disposal, transport or handling of Hazardous Materials and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for including 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.Hazardous

Environmental. Except for (a) The Group, its ownership, occupation and use of any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conductedReal Property are, and are nowhave for the past three (3) years been, in compliance in all material respects with all applicable Environmental Laws; (iib) Avion and There has been no material release or disposal of any Hazardous Substance by, at the Avion Material Subsidiaries are in possession direction of, and in compliance withfor or on behalf of any member of the Group from, all Environmental Permits that are required to ownat, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedon or under any Real Property; (iiic) no environmentalNo member of the Group has received any written notice of claim, reclamation or closure obligationsummons, demandorder, notice, work order direction or other liabilities presently exist communication relating to material non-compliance with any Environmental Laws or Permit issued pursuant to Environmental Laws from any Governmental Authority or other third Person; (d) No member of the Group has received written notice of a pending investigation by a Governmental Authority with respect to any portion of potential material non-compliance with any currently Environmental Law or formerly owned, leased, used or otherwise controlled property, interests and rights or relating Permit issued pursuant to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessEnvironmental Laws; (ive) neither Avion nor any No member of the Avion Material Subsidiaries Group and no Owned Real Property or Leased Real Property has any agreement with or is subject to any proceeding, application, order Order by a Governmental Authority with respect to any Hazardous Substance cleanup or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expendituresviolation of Environmental Laws; (vf) Each member of the Group is in possession of all Permits required pursuant to Environmental Laws necessary to carry on such Person’s business as it is currently being conducted in all material respects, each such Permit is valid and in full force and effect, no member of the knowledge Group has received written notice of Avion, there are no changes any material adverse change in the status, status or terms or and conditions of any Environmental Permits held by Avion or any such Permit and no member of the Avion Material Subsidiaries or Group is in violation in any renewal, modification, revocation, reassurance, alteration, transfer or amendment material respect of any such environmental approvals, consents, waivers, permits, orders and exemptions, or Permit; (g) No member of the Group has received any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions written notice alleging that are required it has a material liability pursuant to Environmental Laws in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Datelocation where its wastes have come to be disposed; (vih) Avion and To the Avion Material Subsidiaries have Knowledge of the Seller, the Seller has provided or made available to Endeavour the Purchaser correct and complete copies of all material auditsenvironmental reports and studies received by any member of the Group since December 20, assessments, investigation reports, studies, plans, regulatory correspondence and similar information 2007 with respect to the business or assets of the Group or any Real Property currently or formerly in the possession or control of any member of the Group related to compliance with Environmental Laws or the release of Hazardous Materials. (i) The representations and warranties set forth in this Section 4.18 are the sole representations and warranties being made by the Company with respect to Environmental Laws, Hazardous Substances, or other environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion a Material Adverse Effect: (ia) Since July 31, 2013, all facilities and operations of Avion Starcore and the Avion Material Starcore Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (iib) Avion Starcore and the Avion Material Starcore Subsidiaries are in possession of, and in compliance with, all Environmental Permits environmental permits that are required to own, lease and operate the Avion Starcore Property and Avion Starcore Mineral Rights at its current stage of development and to conduct their respective business as they are now being conducted; (iiic) 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 Avion Starcore and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessStarcore Subsidiaries; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (vd) to the knowledge of AvionStarcore, there are no changes in the status, terms or conditions of any Environmental Permits environmental permits held by Avion Starcore or any of the Avion Material Starcore 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 Avion Starcore or any of the Avion Material Starcore Subsidiaries following the Effective Date;. (vie) Avion Starcore and the Avion Material Starcore Subsidiaries have made available to Endeavour American Consolidated all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) to the knowledge of Avion, Avion Starcore and the Avion Material Starcore 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 aggregate, constitute an Avion a Material Adverse Effect.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion a Material Adverse EffectEffect on Excellon or as disclosed to Otis: (ia) all facilities and operations of Avion Excellon and the Avion Material Excellon Subsidiaries have been conducted, and are now, in material compliance with all Environmental Laws; (iib) Avion Excellon and the Avion Material Excellon Subsidiaries are in possession of, and in material compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property Excellon Properties and Avion Excellon Mineral Rights and to conduct their respective business as they are now being conducted; (iiic) no environmental, reclamation or closure obligation, demand, notice, work order Remedial Action obligation or other liabilities 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 Avion Excellon and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents Excellon Subsidiaries, and, to the knowledge of AvionExcellon, there is no basis for any such obligations, demands, notices, work orders or liabilities Environmental Liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (ivd) neither Avion Excellon nor any of the Avion Material Excellon Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (ve) to the knowledge of AvionExcellon, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Excellon or any of the Avion Material Excellon Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsEnvironmental Permits, or any review by, or approval of, any Governmental Entity of such environmental approvalsEnvironmental Permits, consents, waivers, permitsPermits, 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 Avion Excellon or any of the Avion Material Excellon Subsidiaries following the Effective Date; (vif) Avion 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) has any knowledge of 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 not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; (g) Excellon and the Avion Material Excellon Subsidiaries have made available to Endeavour Otis all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viih) to the knowledge of AvionExcellon, Avion and neither Excellon nor the Avion Material Excellon Subsidiaries are not is subject to any past or present fact, condition or circumstance that could would reasonably be expected to result in liability under any material Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse EffectLiabilty.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected (a) Lineage has disclosed and made available to have an Avion Material Adverse Effect: FLRish true and correct copies of (i) all facilities “Phase I” environmental site assessment reports in the possession or control of Lineage with respect to the Lineage Leased Real Property and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion all material records and correspondence in the Avion Material Subsidiaries are possession or control of Lineage relating to Environmental Matters with respect to the Lineage Leased Real Property, and/or the business of Lineage and prepared for, received from or submitted to applicable Governmental Authorities. (b) Except as set forth in possession ofSchedule 8.24(b) Lineage has not received written notice within the last five (5) years alleging that it (i) is or might be potentially responsible for any presence or material Release with respect to the Lineage Leased Real Property, and in compliance withor the business of Lineage, all (ii) has generated, transported or disposed of any Hazardous Substance that has been found at any site at which any Person has conducted a remedial investigation, removal or other response action pursuant to any Environmental Permits that are required to ownLaw, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; or (iii) no environmental, reclamation is 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis might be potentially responsible for any such obligationsmaterial costs arising under, demandsor is or has been in violation in any material respect of, 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;Environmental Laws. (ivc) neither Avion nor any Schedule 8.24(c) sets forth a list of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any all material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any Lineage, each of which is in full force and effect. Such material Environmental Permits constitute all the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders licenses and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are permits required under the Environmental Laws in connection with the execution or delivery of this Agreement, the consummation conduct of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date;Lineage Business as presently conducted. (vid) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to To the knowledge of AvionLineage, Avion and Lineage is not now, nor has it been at any time during the Avion Material Subsidiaries are past five (5) years, in any material non-compliance with Environmental Laws or Environmental Permits. (e) Lineage (i) has not entered into or agreed to any court decree or order, (ii) is not subject to any past judgment relating to compliance with any Environmental Law or present fact, condition to investigation or circumstance that could reasonably be expected to result in liability cleanup of Hazardous Substances under any Environmental Laws that would individually Law, and (iii) has not received any claims or in written notices or entered into any negotiations or agreements raising any other environmental liability or obligation under Environmental Laws. (f) To the aggregateknowledge of Lineage, constitute an Avion Material Adverse Effect(i) no portion of the Lineage Leased Real Property has been used for the handling, manufacturing, processing, storage, use, treatment, generation or disposal of Hazardous Substances; and (ii) there have been no releases or threatened releases of Hazardous Substances on, upon, into, or from any Lineage Leased Real Property.

Environmental. Except for (a) The Lessee hereby covenants that it will not cause or permit any matters thathazardous substances to be placed, individually held, located or disposed of, on, under or at the premises, other than in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities ordinary course of business and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;applicable laws. (iib) Avion In furtherance and not in limitation of any indemnity elsewhere provided to the Lessor hereunder, the Lessee hereby agrees to indemnify and hold harmless the Lessor and the Avion Material Subsidiaries are in possession ofCity of Wichita, Kansas from and in compliance withagainst any and all losses, all Environmental Permits that are required to ownliabilities, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmentalincluding strict liability, reclamation or closure obligationdamages, demandinjuries, noticeexpenses, work order or other liabilities presently exist with respect to any portion including reasonable attorneys' fees, costs of any currently settlement or formerly ownedjudgment and claims of any and every kind whatsoever paid, leasedincurred or suffered by, used or otherwise controlled propertyasserted against, interests and rights or relating to the operations and business of Avion Lessor and the Avion Material Subsidiaries except as disclosed in City of Wichita, Kansas by any person or entity for or arising out of the Avion Public Documents andpresence on or under, to or the knowledge escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during any term of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result this Agreement of any activity in respect hazardous substance (including, without limitation, any losses, liabilities, reasonable attorneys' fees, costs of such propertyany settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, interestsCompensation and Liability Act, rightsany federal, operations and business; (iv) neither Avion nor state or local so-called "Superfund" or "Super lien" laws, or any of the Avion Material Subsidiaries is subject to any proceedingother applicable statute, applicationlaw, ordinance, code, rule, regulation, order or directive which relates decree regulating, relating to environmentalor imposing liability, health including strict liability, or safety mattersstandards of conduct concerning, and which may require any material workhazardous substance) if such presence, repairsescape, construction seepage, leakage, spillage, discharge, emission or expenditures; (v) to release was caused by the knowledge of AvionLessee, there are no changes in or persons within the status, terms or conditions of any Environmental Permits held by Avion or any control of the Avion Material Subsidiaries or any renewalLessee, modificationits officers, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsand/or employees, or any review if such hazardous substance was owned by, or approval oflocated on the premises by, the Lessee (without regard to the actual cause of any Governmental Entity of such environmental approvalsescape, consentsseepage, waiversleakage, permitsspillage, orders and exemptions that are required in connection with discharge, emission or release). (c) If, during the execution or delivery term of this Agreement, the consummation Lessee receives any notice of (i) the transactions contemplated herein happening of any event involving the use (other than in the ordinary course of business and in compliance with all applicable laws), spill, release, leak, seepage, discharge or cleanup of any hazardous substance on the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 premises or in connection with the aggregate, constitute an Avion Material Adverse Effect.Lessee's operations thereon or

Environmental. Except for (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 matters that(each a “Phase I”). Prior to Closing, individually 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 P▇▇▇▇ Firm of any Owned Real Property and any Real Property Leases which are ground leases (subject to any necessary landlord consent), and if the P▇▇▇▇ Firm then recommends or in advises further investigation or testing, Buyer may, at its expense, upon reasonable notice to Seller and at times reasonably acceptable to Seller, obtain further environmental assessments (collectively, the aggregate“Buyer Environmental Assessments”), would subject to any necessary landlord consent. Completion of any Buyer Environmental Assessment is not have or would not reasonably be expected a condition to have an Avion Material Adverse Effect:Closing. (ib) all facilities and operations of Avion and 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 Avion Material Subsidiaries have been conducted, and are now, 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. (iic) Avion Notwithstanding anything herein to the contrary, if at any time such condition exists and the Avion Material Subsidiaries are reasonably estimated cost to remedy all such conditions exceeds $350,000, 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 right, exercisable within ten (10) business days of the date of termination, 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 representations, obligations and liability to Buyer with respect thereto. In such event, the 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 possession ofthis Agreement, all of Seller’s claims against, and in compliance withrights of recovery from, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 third-parties in respect of such property, interests, rights, operations any remediation costs paid by Seller (including without limitation insurance claims and business; (ivproceeds) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectExcluded Assets.

Environmental. Except for as set forTH ON SCHEDULe 5.11 and without in any matters thatmanner limiting any other representations and warranties set forth in this Agreement: (a) To Seller's Knowledge after Reasonable Inquiry, individually neither Seller, nor the Acquisition Assets is in violation of, or is in non-compliance with, any Environmental Laws in connection with the aggregateownership, would not have use, maintenance, operation of, or would not reasonably be expected to have an Avion Material Adverse Effectconduct of the Business, Transferred Programs or any Acquisition Asset. (b) Without in any manner limiting the generality of (a) above: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conductedTo Seller's Knowledge after Reasonable Inquiry, and are now, except in compliance with Environmental Laws (including, without limitation, by obtaining necessary Permits), no Materials of Environmental Concern have been used, generated, extracted, mined, beneficiated, manufactured, stored, treated, or disposed of, or in any other way released (and no release is threatened), on, under or about any Acquisition Assets or transferred or transported to or from any Acquisition Assets, and 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 Acquisition Assets; (ii) To Seller's Knowledge after Reasonable Inquiry, Seller is not, as a result of the operation or condition of the Business, the Transferred Programs, the Acquisition Assets, subject to any: (a) contingent liability in connection with any release or threatened release of any Materials of Environmental Concern into the environment whether on or off any Acquisition Assets; (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) To the Seller's Knowledge after Reasonable Inquiry, there are no Environmental Claims pending or, threatened against Seller, the Transferred Programs or any of the Acquisition Assets; (iv) Seller and all of the Acquisition Assets 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, the Transferred Programs and each Acquisition Asset is in compliance in all material respects with all terms and conditions of such required Permits; (v) To Seller's Knowledge after Reasonable Inquiry, 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 Acquisition Assets of Seller, and there are no Materials of Environmental Concern in, under or on any Acquisition Assets 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 applicable requirements of Environmental Laws; (iivi) Avion To Seller's Knowledge after Reasonable Inquiry, none of the off-site locations where Materials of Environmental Concern generated from any Acquisition Assets or for which Seller has arranged for treatment, storage, or disposal has been nominated or identified as a facility requiring remediation which is subject to an existing or potential claim under Environmental Laws; (vii) Seller has not been named as a potentially responsible party under, and the Avion Material Subsidiaries are in possession no Acquisition Asset, to Seller's Knowledge after Reasonable Inquiry, has been nominated or identified as a facility which is subject to an existing or potential claim under CERCLA or similar Environmental Laws, and no Acquisition Asset is subject to any lien arising under Environmental Laws; (viii) Seller has not received any notice of any release or threatened release of Materials of Environmental Concern, or of any violation of, and in compliance noncompliance with, or remedial obligation under, Environmental Laws or Permits, relating to the ownership, use, maintenance, operation of the Business, the Acquisition Assets or the Transferred Programs, nor has Seller voluntarily undertaken remediation or other decontamination or cleanup of any facility or site in the last five (5) years or entered into any agreement for the payment of costs associated with such activity; (ix) Seller is not aware of any requirement of any Environmental Laws that will require future compliance costs on the part of Seller in excess of $10,000 above costs currently expended in the ordinary course of business; (x) Seller has filed all Environmental Permits that notices, notices of intent, notifications, financial security, waste managements plans, waste generation reports, Form R and chemical inventory reports, or other applications and documents which are required to ownbe obtained or filed by Seller for the lawful operation of the Business or the Transferred Programs or the use or operation of any Acquisition Asset; and (xi) To Seller's Knowledge after Reasonable Inquiry, lease and operate no current Acquisition Asset contains any asbestos containing materials or polychlorintated biphenyls in any form nor any wetland areas or other land subject to restricted development under Environmental Laws. (c) No improvements or alterations have been made to any Acquisition Asset without a Permit where one was required, nor is there any unfulfilled order directive of any applicable Governmental Authority or casualty insurance company that any work of investigation, remediation, repair, maintenance or improvement required to be performed on the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedAcquisition Asset; (iiid) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect With regard 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of AvionAcquisition Asset, there is no basis for unfulfilled requirement that any such obligations, demands, notices, work orders environmental impact statement (or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (ivsimilar document) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order be prepared by or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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, filed with any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with Authority to evaluate its impact on the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental mattersenvironment; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.

Environmental. Except for (a) (i) Keep any matters thatproperty either owned or operated by the Borrowers or their Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and (ii) comply with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests; provided, however, that no Borrower or Subsidiary thereof shall be deemed to have breached this Section 5.10 to the extent that any failures to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would have not have or would resulted in, and could not reasonably be expected to have an Avion result in, a Material Adverse Effect: Change. If the Company or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Company or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or release of any Hazardous Material (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, except in compliance with all applicable Environmental Laws; (ii) Avion ), each Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the Avion Material Subsidiaries are in possession offailure to do so has not resulted in, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are could 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 aggregatein, constitute an Avion a Material Adverse EffectChange. (b) At the written request of Agent or Required Term Lenders’ Advisors, which request shall specify in reasonable detail the basis therefor, at any time after the occurrence of an Event of Default, a breach by any Borrower of an environmental provision of this Agreement, or any other matter that requires the giving of notice under clauses (n) through (r) on Schedule 5.1, the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property, prepared by an environmental consulting firm reasonably approved by Agent, addressing the matters which gave rise to such request, or after the occurrence of an Event of Default any other environmental issues, and estimating the potential costs of any Remedial Action in connection with any such matter. If any Borrower fails to provide the same within 45 days after such request was made, Agent may order the same, and the Borrowers shall grant and hereby do grant, to Agent, access to such Real Property and specifically grant Agent an irrevocable non-exclusive license, subject to the right of tenants, to undertake such an assessment, all at the Borrowers’ joint and several expense. In addition, at any time upon the reasonable written request of Agent or Required Term Lenders’ Advisors, the Borrowers shall make reasonably available for review by the Agent any environmental review reports to the extent previously prepared and available to any Borrower or any of its Subsidiaries.

Environmental. Except as disclosed on Exhibit 9.20, MedClean has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of MedClean, no real property (or the subsurface soil and the ground water thereunder) now or previously leased by MedClean (the "Leased Premises") either contains any matters thatHazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of MedClean, individually there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Leased Premises, now or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawspast; (iic) Avion and MedClean 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 Avion Material Subsidiaries are presence, release, threat of release, placement on or in possession ofthe Leased Premises, and in compliance withor the generation, all Environmental Permits that are required to owntransportation, lease and operate storage, treatment or disposal at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLeased Premises, of any Hazardous Substance; (iiid) MedClean has not received any written notice and has no environmentalactual knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, reclamation or closure obligationis investigating the possibility, demandthat there is or has been any presence, noticerelease, work order threat of release, placement on or other liabilities presently exist with respect to in the Leased Premises, or any portion generation, transportation, storage, treatment or disposal at the Leased Premises, of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Substance; (ive) neither Avion nor To the Best Knowledge of MedClean, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Avion Material Subsidiaries is subject to Leased Premises and any proceeding, application, order present or directive which relates to environmental, health former occupant or safety matters, and which may require tenant of the Leased Premises) relating in any material work, repairs, construction or expenditures; (v) way to the knowledge presence, release, threat of Avionrelease, there are no changes placement on or in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Premises, or any review bygeneration, transportation, storage, treatment or approval ofdisposal at the Leased Premises, of any Governmental Entity of such environmental approvalsHazardous Substance. MedClean further agrees and covenants that MedClean will not store or deposit on, consents, waivers, permits, orders and exemptions that are required in connection with the execution otherwise release or delivery of this Agreementbring onto or beneath, the consummation of Leased Premises any Hazardous Substance prior to the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Closing Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) 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 knowledge of Avionextent used normally and required for everyday uses or normal housekeeping or maintenance: (A) fuel oil and natural gas for heating, Avion (B) lubricating, cleaning, coolant and the Avion Material Subsidiaries are not subject to any past or present factother compounds customarily used in building maintenance, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or (C) materials routinely used in the aggregateday-to-day operations of an office, constitute such as copier toner, (D) consumer products, (E) material reasonably necessary and customarily used in construction and repair of an Avion Material Adverse Effectoffice project, and (F) fertilizers, pesticides and herbicides commonly used for routine office landscaping.

Environmental. Except for any matters that, individually or in As of the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effectdate hereof: (ia) To Seller's knowledge, the Acquired Companies possess all facilities environmental, health and operations safety permits, licenses and governmental authorizations (collectively, "Environmental Permits") required under Environmental Laws to conduct the Business. Section 7.19 of Avion and the Avion Material Subsidiaries have been conductedSeller Disclosure Schedule lists all material Environmental Permits required to be obtained or filed by any Acquired Company, and or by the Seller on behalf of any Acquired Company. (b) To Seller's knowledge, the Acquired Companies are now, in compliance with all applicable Environmental LawsPermits and Environmental Laws except for any non-compliance that has been corrected prior to the date hereof and for any non-compliance arising in the ordinary course of business that can be corrected in the ordinary course of business without material Liability to the Acquired Companies; (c) To Seller's knowledge, none of the Acquired Companies has received any written communication from any Person that alleges that an Acquired Company is not in compliance with all applicable Environmental Laws and Environmental Permits except for any non-compliance that has been corrected prior to the date hereof and for any non-compliance arising in the ordinary course of business that can be corrected in the ordinary course of business without material Liability to the Acquired Companies. (d) There are no Environmental Claims pending, or to Seller's knowledge threatened, against an Acquired Company, in either case arising out of (i) any Site; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct any current or former operations of an Acquired Company or their respective business as they are now being conducted; predecessors or Affiliates; (iii) third-party consignment warehouses, public warehouses, third-party co-packaging facilities, or tolling facilities utilized by any Acquired Company or their respective predecessors or Affiliates; or (iv) any off-Site location to which Hazardous Materials or materials containing Hazardous Materials were sent for handling, storage, treatment or disposal. (e) To Seller's knowledge, (a) no environmentalReleases of Hazardous Materials have occurred at, reclamation from, in, to, on, or closure obligationunder any Site, demandand (b) no Hazardous Materials are present in, noticeon, work order about or other liabilities presently exist migrating from any Site, which are reasonably likely to give rise to an Environmental Claim that would result in a material Liability to any Acquired Company. (f) To Seller's knowledge, neither any Acquired Company, any predecessor of any Acquired Company, nor any entity previously owned by any Acquired Company, has transported or arranged for treatment storage, handling, disposal, or transportation of any Hazardous Material to any off-Site location which is reasonably likely to result in an Environmental Claim against any Acquired Company. (g) To Seller's knowledge, there have been no third-party audits of environmental conditions conducted by, on behalf of, or which are in the possession of the Company with respect to any portion of any currently Site which have not been made available or formerly owned, leased, used or otherwise controlled property, interests and rights or relating delivered to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, Buyer prior to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date;. (vih) Avion (i) "Environmental Claims" means all civil and the Avion Material Subsidiaries have made available to Endeavour all material auditscriminal, assessments, investigation reports, studies, plansadministrative, regulatory correspondence and similar information with respect or judicial actions, suits, demand, demand letters, directives, claims, liens investigations, requests for information, proceedings, notices of noncompliance or violation, or other communication (in each case in writing) by any Person, including any citizens' group, alleging noncompliance, violation or potential liability (including potential responsibility or liability for costs of enforcement, 66 investigation, cleanup, governmental response, removal or remediation, for natural resources damages, property damage, personal injuries, fines, penalties or for contribution, indemnification, cost recovery, compensation or injunctive relief) arising out of, or related to environmental matters; and (viix) to the knowledge presence, Release or threatened Release of Avionany Hazardous Materials, Avion and or (y) circumstances forming the Avion Material Subsidiaries are not subject to basis of any past violation or present factalleged violation of, condition or circumstance that could reasonably be expected to result in liability under under, any Environmental Laws that would individually Law or in the aggregate, constitute an Avion Material Adverse EffectEnvironmental Permit.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities Each of the Company and operations of Avion its Subsidiaries is and has for the Avion Material Subsidiaries have past five (5) years been conducted, and are now, in material compliance with all applicable Environmental Laws;. None of the Company, any of its Subsidiaries or any of its or their officers has received during the past five (5) years any communication or complaint from a Governmental Entity or other Person alleging that the Company or any of its Subsidiaries has any material liability under any applicable Environmental Law or is not in material compliance with any applicable Environmental Law. (ii) Avion and Except with respect to matters that have been settled or resolved prior to Closing (to the Avion Material Subsidiaries are in possession ofextent settled or resolved), and matters set forth on Section 5P of the Company Disclosure Letter, there is and has been no Release or threatened Release of Hazardous Substances for which the Company would have liability or responsibility pursuant to applicable Environmental Law nor any obligation of the Company to perform any notification, investigation, clean-up or corrective action of any kind relating thereto, in compliance withconnection with the conduct or the Business or on or from any properties (including any buildings, structures, improvements, soils and surface, subsurface and ground waters thereof) currently or formerly owned, leased or operated by or for the Company or any of its Subsidiaries or any predecessor company, at any location to which the Company or any of its Subsidiaries or any predecessor company has disposed of or arranged for the disposal of any Hazardous Substances or at any other location with respect to which the Company or any of its Subsidiaries or any predecessor company would be liable for investigation, clean-up or corrective action pursuant to applicable Environmental Law. No underground storage tank or water, gas or oil well, is located on any Owned Real Property, or to the Knowledge of the Company is located on any Leased Real Property. There are no past or present actions, activities, circumstances, conditions, events or incidents, including without limitation the Release of Hazardous Substances, that could form the basis for assertion of liability under Environmental Laws against Sellers, Buyer, the Company or any of its Subsidiaries, the Business or any property used therein or against any predecessor. There is no pending or, to the Knowledge of the Company, threatened investigation by any Governmental Entity, nor any pending or, to the Knowledge of the Company, threatened Action with respect to the Company or any of its Subsidiaries, the Business or any property used therein or against any predecessor, relating to Hazardous Substances or otherwise under any Environmental Law. (iii) Section 5P of the Company Disclosure Letter sets forth a complete list of all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion the occupation of any currently or formerly owned, leased, used or otherwise controlled property, interests the properties and rights or relating the operations of the Business of the Company and its Subsidiaries. Each of the Company and its Subsidiaries holds all Environmental Permits that are required with respect to the operations and business occupation of Avion the properties and the Avion Material Subsidiaries except as disclosed operations of the Business of the Company and its Subsidiaries, and is and has for the past five (5) years been in the Avion Public Documents andmaterial compliance therewith. All such Environmental Permits are in full force and effect, and to the knowledge Knowledge of Avionthe Company, there no Action, revocation proceeding, amendment procedure, writ, injunction or claim is no basis for pending or threatened concerning 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;Environmental Permits. (iv) Except as set forth in the Leased Real Property Leases, neither Avion the Company nor any Subsidiary has agreed to assume, undertake or provide indemnification for any liability of the Avion Material Subsidiaries is subject to any proceedingother Person under Environmental Laws, application, order or directive which relates to environmental, health or safety matters, and which may require including without limitation any material work, repairs, construction or expenditures;obligation for any response action. (v) to Neither the knowledge of Avionexecution, there are no changes in the status, terms delivery or conditions of any Environmental Permits held by Avion or any of the Avion 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 performance of this Agreement, Agreement nor the consummation of the transactions contemplated herein hereby will (i) require any notice to or the continuation consent of the business of Avion any Governmental Entity or other Person pursuant to any applicable “transaction-triggered” Environmental Law or any of the Avion Material Subsidiaries following the Effective Date;Environmental Permit or (ii) subject any Environmental Permit to suspension, cancellation, modification, revocation or nonrenewal. (vi) Avion and No environmental activity or use deed restrictions have been imposed on the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) current Owned Real Property or to the knowledge Knowledge of Avionthe Company on the Leased Real Property in connection with any liability or potential liability arising from or related to Environmental Laws, Avion and to the Avion Material Subsidiaries are not subject to any past Knowledge of the Company, there is no Action, proceeding, writ, injunction or present fact, condition claim pending or circumstance that could threatened which would reasonably be expected to result in the imposition of any such restriction. (vii) The Company and its Subsidiaries have provided to the Buyer all “Phase I,” “Phase II” or other environmental assessment or compliance audit reports in their possession or to which they have reasonable access addressing locations ever owned, operated or leased by the Company or any of its Subsidiaries or any predecessor company at which the Company or any of its Subsidiaries or any predecessor actually, potentially or allegedly may have liability under any Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse EffectLaw. (viii) For purposes of this Agreement:

Environmental. Except for any matters that, individually or as may be actually disclosed in the aggregateEnvironmental Report(i) no Hazardous Substances are now or, would not to Borrower's best knowledge, have ever been located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or would not reasonably be expected disposed upon, under, over or from the Property in a manner that may give rise to have an Avion Material Adverse Effect: any actual or potential liability to pay response costs or other damages, losses or expenses or otherwise violate any Environmental Laws; (iii) no Hazardous Substances are currently located, stored or used at the Property, except with respect to such Hazardous Substances which are (x) customarily located, stored or used in properties similar to the Property or (y) unique and necessary to Borrower's business located on the Property, provided that such Hazardous Substances described in (x) or (y) are at all facilities times stored, located and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, used in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; ; (iii) to Borrower's knowledge, no environmentalHazardous Substances have been discharged, reclamation released or closure obligationemitted, demandupon or from the Property into the environment and no threat exists of a discharge, noticerelease or emission of a Hazardous Substance upon or from the Property into the environment, work order which discharge, release or emission, in either case, would subject the owner of the Property to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) the Property has never been used as or for a mine, a landfill, a dump or other liabilities presently exist disposal facility or a gasoline service station; (v) no underground storage tank is now located on or in the Property or if previously located therein has been removed therefrom in compliance with respect all applicable Environmental Laws and any clean-up of the surrounding soil in connection therewith has been completed; (vi) no asbestos, ACM, materials containing urea-formaldehyde, or transformers, capacitors, ballasts or other equipment containing PCBs are located on the Property; (vii) the Property has not been used by Borrower or any Affiliate or, to the best of Borrower's knowledge, after reasonable investigation, any portion other person or entity (including any prior owner of the Property) as a permanent or temporary treatment, storage or disposal site for any Hazardous Substance subject to regulation under Environmental Laws; (viii) no violation of any currently Environmental Law now exists or formerly ownedhas ever existed in, leasedupon, used under, over or otherwise controlled propertyfrom the Property, interests no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and rights there is not now nor has there ever been any investigation or relating report involving the Property by any governmental entity or agency which in any way relates to Hazardous Substances; (ix) no Person has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in clauses (i)-(viii) above and to the operations knowledge of Borrower, no basis for such a claim exists; (x) there are not now, nor to Borrower's best knowledge have there ever been, any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from any Property; (xi) no oral or written notification of a Release (as such term is defined in 42 U.S.C. * 9601(22)) of any Hazardous Substances has been filed by or on behalf of Borrower through authorized employees or agents and business of Avion and the Avion Material Subsidiaries except as disclosed no Property is listed in the Avion Public Documents United States Environmental Protection Agency's List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; (xii) there are no environmental liens on any Property, and, to the best knowledge of AvionBorrower, there no governmental actions have been taken or are in process which could subject any Property to such liens; (xiii) Borrower has not transported or arranged for the transportation of any Hazardous Substances to any location which is listed or proposed for listing under CERCLA or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations; (xiv) no basis for any such obligationsenvironmental or engineering investigations, demandsstudies, noticesaudits, work orders tests, reviews or liabilities to arise other analyses have been conducted by or are in the future as possession of Borrower or its Affiliates in relation to any Property other than the Environmental Report; Borrower has delivered a result of any activity in respect of such propertytrue, interests, rights, operations correct and business; (iv) neither Avion nor any complete copy of the Avion Material Subsidiaries is subject Environmental Report to any proceeding, application, order or directive which relates to environmental, health or safety matters, Lender; and which may require any material work, repairs, construction or expenditures; (vxv) to the knowledge best of AvionBorrower's knowledge, there are no changes the Environmental Report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make any statement contained therein or herein, in the status, terms or conditions of any Environmental Permits held by Avion or any light of the Avion Material Subsidiaries or any renewalcircumstances under which such statements were made, 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectmisleading.

Environmental. Except for any matters thatas disclosed in Annex 6.20, individually or Verplast is and always has operated in strict compliance with the aggregate, would not Environmental Laws (as hereinafter defined) applicable to its business and/or properties where the failure to do so could have or would not reasonably be expected to have an Avion Material a material Adverse Effect. Without prejudice to the generality of the foregoing: (i) all facilities and operations no Hazardous Materials (as hereinafter defined), asbestos or asbestos containing materials ("ACMS") (A) are, or have been, located in or about any real properties owned or used by Verplast or any of Avion and the Avion Material Subsidiaries its predecessors or tenants, (B) have been conductedreleased by Verplast or its predecessors or tenants into the environment, and are nowor (C) have been discharged, in compliance with all Environmental Lawstreated, managed, recycled, placed or disposed of by Verplast or its predecessors, tenants or anyone else, at, on or under any real properties owned or used by Verplast or any of its predecessors or tenants; (ii) Avion and no Hazardous Materials or ACMs formerly located on the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedreal properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently real properties owned or formerly ownedused by Verplast or rented, leasedleased by it to third parties is being used, or has been used, for the disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion of any real properties owned or used by Verplast's predecessors or tenants is being used or otherwise controlled propertyhas been used for the disposal, interests and rights storage, recycling, treatment, processing or relating to the operations and business any other handling whatsoever of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Materials; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order no storage tanks (whether above ground or directive which relates to environmental, health underground) are located within real properties currently or safety matters, and which may require any material work, repairs, construction previously owned or expendituresused by Verplast or its predecessors; (v) to Verplast has not disposed of, and none of its predecessors has ever disposed of, any substance (other than human sewage) into the knowledge of Avion, there are no changes in the status, terms plumbing or conditions of any Environmental Permits held by Avion septic tank which Verplast owns or uses or which Verplast or any of the Avion Material Subsidiaries its predecessors has owned 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 Avion or any of the Avion Material Subsidiaries following the Effective Date;used; 17 (vi) Avion no investigation, administrative order or notice, consent, order and the Avion Material Subsidiaries have made available to Endeavour all material auditsagreement, assessmentslitigation, investigation reports, studies, plans, regulatory correspondence and similar information settlement or environmental claim or lien with respect to environmental mattersHazardous Materials or ACMs is in existence or, to the Seller's knowledge, proposed or threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any off-site waste disposal where the wastes of Verplast or of any of its predecessors or tenants have been disposed; and (vii) to Verplast has not been notified of any summons, citation or written notice from any person, entity or governmental agency whatsoever concerning any violation or alleged violation of Environmental Laws. The following terms shall have the knowledge following meanings for purposes of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.this Section 6.20:

Environmental. Except (a) Lessee shall perform, at Lessee’s expense, (i) testing, certification, inspection, reporting, and any other requirement of any governmental authority having jurisdiction of any components of the UST Systems and the Above Ground Components and otherwise as required by the laws and regulations of the governmental authorities having jurisdiction over the Premises, and (ii) such other testing certification, inspection and reporting as Lessor may reasonably (in light of customary practices in the industry) request, and, in each case, Lessee shall provide the results of any and all of the foregoing to Lessor promptly after its production or receipt thereof. (b) If the Premises are subject to existing contamination that is the being remediated and/or monitored, Lessee assumes responsibility for the continuation of such remediation and/or monitoring in compliance with all applicable Governmental Regulations including, without limitation, all Governmental [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. Regulations, pertaining to environmental, health and safety matters (“Environmental Laws”), all at Lessee’s sole cost and expense. (c) Lessor shall have no liability or responsibility for any matters thatexisting contamination or contamination discovered before, individually on or after the Commencement Date or during the Term of this Lease, whether or not caused by Lessee, its agents, employees, successors or assigns, before, on or after the Commencement Date. If at any time during the Term of this Lease, Lessee discovers petroleum contamination at the Premises or experiences a release of petroleum product or of any hazardous or toxic substance, or there is an increase in contamination levels at the aggregatePremises above those reported to Lessor prior to the Commencement Date, would Lessee shall notify Lessor and all applicable governmental authorities of such event and Lessee shall be responsible for compliance with all Governmental Regulations and Environmental Laws regarding the same and for all costs and expenses associated with such contamination and/or release, including, without limitation any contamination discovered, or set forth in a tank closure report, when the UST Systems or the Above Ground Components are removed, repaired or replaced at any Site comprising the Premises. If Lessee shall fail, refuse or neglect to report and/or remediate contamination (or release, as the case may be) as and when required by governmental authorities (but in no event later than twenty (20) days after written notice from Lessor; provided, however, that if Lessee undertakes to cure during such twenty (20) day period, such period shall be automatically extended so long as Lessee has reported such matter and has notified Lessor in writing that it has reported such matter and Lessee is diligently prosecuting a cure to completion), Lessor may report and/or remediate that contamination at Lessee’s cost and expense. Lessee covenants and agrees to reimburse and promptly pay to Lessor all costs paid or incurred by Lessor associated with the release, contamination and remediation, together with interest thereon at the Default Rate. If Lessee fails to reimburse Lessor within thirty (30) days of demand therefor, such unpaid amount shall become additional rent due hereunder. Nothing herein shall obligate Lessor to remediate or take any action with respect to any contamination at the Premises. (d) Lessee shall be responsible for and shall defend, indemnify and hold harmless Lessor from any action, claim, notice or penalty resulting from any breach of its obligations under this Section 12 and any release and/or other contamination at or emanating from the Premises and from all costs (including, without limitation, attorneys’ fees, costs and disbursements), claims, damages and liability, environmental and otherwise, at the Premises whether known or unknown as of the Commencement Date and whether or not caused by Lessee, its agents, employees, successors, assigns, or third parties, including sub-surface contamination discovered after the Commencement Date and any matter arising as a result of Lessee’s failure to comply with all Environmental Laws. (e) Lessee shall deliver to Lessor copies of all material correspondence to and from governing authorities regarding environmental activities at the Premises, including, without limitation, correspondence regarding notices of violations, releases (including new releases) and closure letters. Lessee shall deliver to Lessor, and require its environmental contractor(s) to deliver to Lessor, copies of all spill and release notifications and reports given to governing authorities regarding the Premises. Additionally, Lessee agrees to furnish to Lessor upon request therefor, copies of all remediation action workplans, monitoring reports, tank and line testing results, Stage II Vapor Recovery test results, fire suppression test results, cathodic protection test results, UST registrations and related documents, and reimbursement claims filed with state tank funds. Furthermore, if requested by Lessor, whether or not Lessor suspects a petroleum release, Lessor also shall have the right to obtain, and Lessee shall provide to Lessor, copies of all petroleum inventory reconciliation records in Lessee’s possession or would not reasonably be expected control. In addition, Lessee shall provide to Lessor upon request with Lessee’s estimate of cost to closure (i.e., remediation in compliance with governmental requirements) for any reported release, spill or other environmental event. (f) NOTWITHSTANDING THAT THE UST SYSTEMS, INCLUDING, SPECIFICALLY, THE USTs, HAVE BEEN AND CONTINUE TO BE LOCATED AT THE PREMISES, LESSEE HEREBY ACKNOWLEDGES THAT LESSOR IS NOT THE OWNER OF THE UST SYSTEMS, INCLUDING, IN PARTICULAR, THE USTs, WHICH ARE ALL OWNED BY LESSEE AND, ACCORDINGLY, LESSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS OR OF MERCHANTABILITY WITH RESPECT TO ALL UST SYSTEMS AND ANY COMPONENTS THEREOF, INCLUDING, IN PARTICULAR, USTs. Lessee agrees to defend, indemnify and hold Lessor harmless from and against all actions, claims, liabilities, costs and expenses associated with or arising out of the use, possession or ownership of the UST Systems and the Above Ground Components, including, in particular, the USTs, and for the removal of the UST Systems, including, in particular, the USTs, at any time during the Term or upon the expiration or earlier termination of this Lease. (g) Upon an Event of Default, or at the expiration or earlier termination of this Lease, Lessee, at the option of Lessor, shall remove the UST Systems, or any selected components thereof (including, in particular, the USTs and lines), and all replacements thereof, unless Lessor shall have elected to have Lessee leave in place at any of the Sites, and to convey to Lessor (or its assignee or designee) in accordance with Section 10(d) above, all or any selected components of any or all of the UST Systems (or the replacements therefor) at the Premises. Upon any removal of UST’s or subsurface components of a UST System, Lessee shall also (i) remove any and all contaminated soil from the Premises at which such UST System or component removal is conducted, if and to the extent required to fully comply with applicable Governmental Regulations and Environmental Laws, and (ii) remediate any associated conditions, if and to the extent required to fully comply with applicable Governmental Regulations and Environmental Laws. Any removal, replacement, modification, maintenance, or repair by Lessee of any UST System or any Above Ground Component or any component thereof at the Premises shall be conducted in accordance with all applicable Governmental Regulations and Environmental Laws. Lessee shall defend, indemnify and hold harmless Lessor from and against any and all claims, losses, demands, actions, injuries or damages brought or incurred by any party, including Lessor, arising from any removal, replacement, modification, maintenance, or repair of any UST System or any Above Ground Component or any component thereof at the Premises, any remediation of contamination associated therewith, and compliance with applicable Governmental Regulations and Environmental Laws relating to same; provided, however, that such indemnity obligation shall not apply with respect to any contamination that occurs after the end of the Term of this Lease (unless caused by a breach by Lessee hereunder). (h) Lessee shall also perform a Phase II site assessment to include UST and line tests on the Premises (on a Site by Site basis) by a licensed, fully insured professional engineer acceptable to Lessor, at the expiration or earlier termination of this Lease, at Lessee’s sole cost and expense, time being of the essence; provided, however, that no such Phase II site assessment shall be required with respect to any Site being purchased by Lessee from Lessor pursuant to Article 50. Lessee must provide Lessor with a detailed written scope of work and evidence of necessary permits at least ten (10) business days in advance of any work, so that Lessor may have the opportunity to have a representative on-site or available. Lessee or Lessee’s contractor shall deliver to Lessor a Certificate of Insurance with commercial general liability policy limits of not less than [***] naming Lessor as an Avion Material Adverse Effect:additional insured (and any additional affiliates as so requested by Lessor), prior to the commencement of any such testing. Lessee shall deliver to Lessor a copy of the site assessment results within thirty (30) days after the completion of such testing or within five (5) days of receipt of the same whichever is earlier. The Phase II site assessment shall determine whether a petroleum release has occurred and, if so, the magnitude of such release. If the results of the site assessment show levels of petroleum contamination in violation of applicable Environmental Laws, then Lessee shall undertake to remediate the conditions set forth in such [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. site assessment in accordance with a work schedule (i) reasonably approved in writing by Lessor, and (ii) approved in writing by the New York State Department of Environmental Conservation (or other governmental agency) prior to the commencement of such work. Lessee shall not agree to any restriction or other encumbrance on any portion of the Premises without the Lessor’s prior written consent in each instance. (i) all facilities and operations Anything herein to the contrary notwithstanding, Lessee agrees to restore the Premises to its former or better condition upon completion of Avion and its testing and/or inspections, to cause no interference with the Avion Material Subsidiaries have been conductedbusiness being conducted on the Premises, if any, and are nowLessee further agrees to defend, in compliance with indemnify and hold harmless Lessor from and against any and all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession ofclaims, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any such obligationslosses, demands, noticesactions, work orders injuries or liabilities to arise in the future damages brought or incurred by any party, including Lessor, as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of Lessee’s testing and/or inspections pursuant to this Lease. Lessee shall keep the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment results of any such environmental approvalstesting and inspections strictly confidential and shall not submit a copy of any such report or assessment to any governmental agency unless specifically required by applicable law; and if so required, consentsLessee shall simultaneously provide to Lessor a copy of any information submitted to such agency. (j) If a violation of Environmental Laws occurs or is found to exist and, waiversin Lessor’s reasonable judgment, permits, orders and exemptionsthe cost of remediation of, 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 other response action with the execution or delivery of this Agreementrespect to, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; same is likely to exceed [***] Lessee will provide to Lessor, within ten (vi10) Avion days after Lessor’s request therefor, adequate financial assurances, as determined in Lessor’s reasonable discretion, that Lessee will effect such remediation in accordance with applicable Environmental Laws, and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance fulfill Lessee’s indemnification obligations that could reasonably be expected to arise as a result of such violation. Such financial assurances shall be in liability under an amount equal to Lessor’s reasonable estimate of the anticipated cost of such remedial action to cure such violation, including, without limitation, all costs, fees and expenses in connection therewith and may be in the form of insurance, escrowed funds or appropriate bonding, as reasonably acceptable to Lessor. (k) Notwithstanding any other provision of this Lease, if a violation of Environmental Laws occurs or is found to exist and the Term would otherwise terminate or expire, then, at the option of Lessor, (i) the Term shall be automatically extended beyond the date of termination or expiration and this Lease shall remain in full force and effect beyond such date until the earlier to occur of (1) the completion of all remedial action in accordance with applicable Environmental Laws or (2) the date specified in a written notice from Lessor to Lessee terminating this Lease and (ii) the Fixed Annual Rent for the then extended Term of this Lease shall be the greater of (x) the Fixed Annual Rent set forth herein or (y) the then fair market value for the Premises based upon the highest and best use of the Premises; provided, however, that would individually if the Premises may be used for the highest and best use during the period that Lessee is remediating any contamination and/or curing any violation of Environmental Laws, then and only in such event, Lessee shall not be required to pay Lessor Rent for access to the Premises. (l) Lessor and Lessee acknowledge that, on or about the date hereof, Lessee has collaterally assigned to Lessor all of Lessee’s rights under (i) the Remediation Funding Agreement, (ii) the Escrow Agreement, and (iii) the Remediation Agreement (defined below in Section 22(c)) (collectively, the “Collaterally Assigned Agreements”), and nothing contained in this Lease shall be deemed or construed to modify or limit any of Lessor’s rights pursuant to the documents evidencing such collateral assignments of the Collaterally Assigned Agreements. From and after the default by Lessee, beyond the expiration of any applicable notice and cure period, of its obligations under the terms and conditions of this Lease, Lessor shall have (pursuant to the exercise of the collateral assignment theretofore made by Lessee to Lessor) all right, title and interest of Lessee, including, without limitation, the right to receive funds in accordance with the Remediation Funding Agreement and the Escrow Agreement. Further, after [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. a default beyond the expiration of any applicable notice and cure period, Lessor shall have the right to exercise any and all rights held by Lessee under the PSA Documents with respect to any and all environmental matters. Any such exercise by Lessor of rights held by Lessee as above described shall be without limitation to any and all other rights and remedies available to Lessor under this Lease or otherwise available at law or in equity. (m) Without limiting Section 11 above, Lessee, at its sole cost and expense, will at all times promptly and faithfully discharge and perform all of the aggregatecovenants set forth in the Conveyance Documents applicable to the Premises relating to (i) required work with respect to the UST Systems and Above Ground Components promptly upon request of Lessor in contemplation of any sale or transfer of the Premises pursuant to which such required work becomes required by said covenants, constitute an Avion Material Adverse Effectif and to the extent such required work shall not have already been completed, and (ii) any other matter set forth in the Conveyance Documents in accordance with the terms of the Conveyance Documents. (n) The obligations of Lessee under this Section 12 shall survive the expiration or earlier termination of this Lea

Environmental. Except for any 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 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 that, individually incident to or arising out of or in connection with any of the aggregateforegoing. 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, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) to Seller's Knowledge, Seller presently possesses all facilities Environmental Permits necessary to own, maintain, and operations of Avion operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Avion Material Subsidiaries have been Business as it is currently being conducted, and are now, in compliance with all Environmental Laws; (ii) Avion to Seller's Knowledge, with respect to the Purchased Assets and the Avion Material Subsidiaries are Business, Seller is in possession ofcompliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) Seller has received no environmentalwritten notice or information of an intent by an applicable Governmental Entity to suspend, reclamation revoke, 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for withdraw any such obligations, demands, notices, work orders or liabilities to arise in the future as Environmental Permits. Schedule 5.10(a)-2 sets forth a result list of any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any all material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any Seller for the operation of the Avion Material Subsidiaries Business. (b) Except as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or other information regarding any renewalactual or alleged violation of Environmental Laws, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsEnvironmental Permits, or any review liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. (c) 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 Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to 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, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or approval on behalf of, or which are in the possession or reasonable control of Seller. <PAGE> (e) Except as set forth on Schedule 5.10(e), Seller has not entered into any Governmental Entity settlements with any of such environmental approvals, consents, waivers, permits, orders and exemptions that are required its insurance carriers in connection with the execution or delivery clean-up of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) manufactured gas plant sites related to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past Purchased Assets 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 aggregate, constitute an Avion Material Adverse EffectAssumed Obligations.

Environmental. Except for any matters thatas dislosed in Annex 6.20, individually or Verplast is and always has operated in strict compliance with the aggregate, would not Environmental Laws (as hereinafter defined) applicable to its business and/or properties where the failure to do so could have or would not reasonably be expected to have an Avion Material a material Adverse Effect. Without prejudice to the generality of the foregoing: (i) all facilities and operations no Hazardous Materials (as hereinafter defined), asbestos or asbestos containing materials ("ACMS") (A) are, or have been, located in or about any real properties owned or used by Verplast or any of Avion and the Avion Material Subsidiaries its predecessors or tenants, (B) have been conductedreleased by Verplast or its predecessors or tenants into the environment, and are nowor (C) have been discharged, in compliance with all Environmental Lawstreated, managed, recycled, placed or disposed of by Verplast or its predecessors, tenants or anyone else, at, on or under any real properties owned or used by Verplast or any of its predecessors or tenants; (ii) Avion and no Hazardous Materials or ACMs formerly located on the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted;real properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility; 37 (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently real properties owned or formerly ownedused by Verplast or rented, leasedleased by it to third parties is being used, or has been used, for the disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion of any real properties owned or used by Verplast's predecessors or tenants is being used or otherwise controlled propertyhas been used for the disposal, interests and rights storage, recycling, treatment, processing or relating to the operations and business any other handling whatsoever of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Materials; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order no storage tanks (whether above ground or directive which relates to environmental, health underground) are located within real properties currently or safety matters, and which may require any material work, repairs, construction previously owned or expendituresused by Verplast or its predecessors; (v) to Verplast has not disposed of, and none of its predecessors has ever disposed of, any substance (other than human sewage) into the knowledge of Avion, there are no changes in the status, terms plumbing or conditions of any Environmental Permits held by Avion septic tank which Verplast owns or uses or which Verplast or any of the Avion Material Subsidiaries its predecessors has owned 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 Avion or any of the Avion Material Subsidiaries following the Effective Dateused; (vi) Avion no investigation, administrative order or notice, consent, order and the Avion Material Subsidiaries have made available to Endeavour all material auditsagreement, assessmentslitigation, investigation reports, studies, plans, regulatory correspondence and similar information settlement or environmental claim or lien with respect to environmental mattersHazardous Materials or ACMs is in existence or, to the Seller's knowledge, proposed or threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any off-site waste disposal where the wastes of Verplast or of any of its predecessors or tenants have been disposed; and (vii) to Verplast has not been notified of any summons, citation or written notice from any person, entity or governmental agency whatsoever concerning any violation or alleged violation of Environmental Laws. The following terms shall have the knowledge following meanings for purposes of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.this Section 6.20:

Environmental. Except for Seller has not conducted any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, business therefor is in compliance with all Environmental Laws; . None of the 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 Hazardous Substance or toxic waste or constituent into the environment. Seller has not (iiand no other Person has) Avion and filed any notice under any federal, state or local law indicating that Seller is responsible for the Avion Material Subsidiaries are in possession ofrelease into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, and in compliance withor that any such substance, all Environmental Permits that are required to own, lease and operate waste or constituent has been released from or is improperly stored upon the Avion Property and Avion Mineral Rights and to conduct their respective business as Acquisition Assets or land on which they are now being conducted; (iii) no environmentalsituated. To Seller's knowledge, reclamation Seller does not otherwise have any liability or closure obligation, demand, notice, work order contingent liability in connection with any violation of Environmental Laws 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 release or delivery of this Agreement, threatened release into the consummation of the transactions contemplated herein environment or the continuation improper storage of any Hazardous Substance or toxic waste or constituent related to the business Acquisition Assets. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operations of Avion 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 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 Hazardous Substances or toxic waste on or from the Acquisition Assets or the land on which they are situated that either (a) is not in compliance with Environmental Laws or (b) could create an obligation or liability of Seller under Environmental laws, and there are no storage tanks or other containers on or under any from the Avion Material Subsidiaries following Acquisition assets or the Effective Date; (vi) Avion and land on which they are situated from which Hazardous Substances or other contaminants may be released into the Avion Material Subsidiaries surrounding environment. No claims are pending or threatened by third parties against Seller or Seller alleging liability for exposure to Hazardous Substances in connection with the Acquisition Assets. There have made available to Endeavour all material audits, assessments, investigation reportsbeen no environmental investigations, studies, plansaudits, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries reviews or other analyses conducted by or which 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 aggregate, constitute an Avion Material Adverse Effectpossession of Seller regarding from the Acquisition Assets which have not been delivered to Purchaser.

Environmental. To the Knowledge of Sellers, with respect to the Existing Radio Stations and, from and after the purchase of each, the Additional Radio Stations, (a) There are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Purchased Real Estate. (b) Except for any matters that, individually or as set forth in the aggregatereports listed on Schedule 2.5, would there is not have or would not reasonably be expected to have an Avion Material Adverse Effect:constructed, placed, deposited, stored, disposed of, nor located on the Purchased Real Estate, any asbestos in any form. (ic) all No structure, improvements, equipment, fixtures, activities or facilities and operations located on the Purchased Real Estate uses Hazardous Materials except those customarily used in the course of Avion and the Avion Material Subsidiaries Business; provided, however, that such Hazardous Materials have been conducted, and are now, used in compliance with all applicable Environmental Laws;. (iid) Avion and There have been no releases or threatened releases of Hazardous Materials into the Avion Material Subsidiaries are in possession ofenvironment, and in compliance withor which otherwise contribute to Environmental Conditions arising from the activities of the Companies or the Subsidiary Partnerships, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avionthe Companies and the Sellers arising from any other activities, except to the extent that such releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to the Purchased Real Estate. (e) There are no underground storage tanks, or underground piping associated with tanks, used for the management of Hazardous Materials at the Purchased Real Estate and there are no abandoned underground storage tanks at the Purchased Real Estate which have not been either abandoned in place or removed in accordance with the applicable environmental law. (f) No Company and none of the Subsidiary Partnerships is subject to any Environmental Claims with respect to the Existing Radio Stations nor have any such Environmental Claims been threatened. No Company and no Seller is aware of any 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;Environmental Claims. (ivg) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion The Companies and the Avion Material Subsidiaries Subsidiary Partnerships have made available to Endeavour completed all material auditsenvironmental analyses, assessmentsevaluations, investigation investigations, reports, studies, plans, regulatory correspondence remedial actions and similar information with respect to environmental matters; and (vii) to other actions required under the knowledge of Avion, Avion and Senior Credit Agreement or by the Avion 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 aggregate, constitute an Avion Material Adverse Effectlender thereunder.

Environmental. Except for as disclosed on Exhibit 11.20: (a) To the Best Knowledge of BMTS, no real property (or the subsurface soil and the ground water thereunder) now or previously leased by BMTS (the "Leased Premises") either contains any matters thatHazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of BMTS, individually there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Leased Premises, now or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawspast; (iic) Avion and BMTS are 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 Avion Material Subsidiaries are presence, release, threat of release, placement on or in possession ofthe Leased Premises, and in compliance withor the generation, all Environmental Permits that are required to owntransportation, lease and operate storage, treatment or disposal at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLeased Premises, of any Hazardous Substance; (iiid) BMTS has not received any written notice and has no environmentalactual knowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, reclamation or closure obligationis investigating the possibility, demandthat there is or has been any presence, noticerelease, work order threat of release, placement on or other liabilities presently exist with respect to in the Leased Premises, or any portion generation, transportation, storage, treatment or disposal at the Leased Premises, of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Substance; (ive) neither Avion nor To the Best Knowledge of BMTS, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Avion Material Subsidiaries is subject to Leased Premises and any proceeding, application, order present or directive which relates to environmental, health former occupant or safety matters, and which may require tenant of the Leased Premises) relating in any material work, repairs, construction or expenditures; (v) way to the knowledge presence, release, threat of Avionrelease, there are no changes placement on or in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Premises, or any review bygeneration, transportation, storage, treatment or approval ofdisposal at the Leased Premises, of any Governmental Entity of such environmental approvalsHazardous Substance. BMTS further agrees and covenants that BMTS will not store or deposit on, consents, waivers, permits, orders and exemptions that are required in connection with the execution otherwise release or delivery of this Agreementbring onto or beneath, the consummation of Leased Premises any Hazardous Substance prior to the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Closing Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to BMTS’ Best Knowledge, threatened, against BMTS, and BMTS know 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 BMTS’ compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 11.20, "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 11.20, "Hazardous Substance" shall not mean and shall not include the following, to the knowledge of Avionextent used normally and required for everyday uses or normal housekeeping or maintenance: (A) fuel oil and natural gas for heating, Avion (B) lubricating, cleaning, coolant and the Avion Material Subsidiaries are not subject to any past or present factother compounds customarily used in building maintenance, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or (C) materials routinely used in the aggregateday-to-day operations of an office, constitute such as copier toner, (D) consumer products, (E) material reasonably necessary and customarily used in construction and repair of an Avion Material Adverse Effectoffice project, and (F) fertilizers, pesticides and herbicides commonly used for routine office landscaping.

Environmental. Except for Seller has not, in connection with its business or assets, generated, used, transported, treated, stored, released or disposed of, or to its knowledge, suffered or knowingly permitted anyone else to generate, use transport, treat, store, release or dispose of any matters thatHazardous Substance (as defined below) on the Owned Real Property or the Leased Premises in violation of any applicable environmental law; (b) there has not been any generation, individually use, transportation, treatment, storage, release or in disposal of any Hazardous Substance on the aggregate, would not have Owned Real Property or would not the Leased Premises which has created or might reasonably be expected to have an Avion Material Adverse Effect: create any material liability under any applicable environmental law or which would require reporting to or notification of any governmental entity; (ic) to the knowledge of Seller, no asbestos or polychlorinated biphenyl or underground storage tank is contained in or located on the Owned Real Property or the Leased Premises; and (d) any Hazardous Substance handled or dealt with in any way on the Owned Real Property or the Leased Premises has been and is being handled or dealt with in all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, material respects in compliance with all Environmental Laws; (ii) Avion applicable environmental laws. Seller and the Avion Material Subsidiaries Stations are in possession of, and compliance in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no material respects with all 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 health and rights or relating safety laws applicable to the operations and business of Avion Owned Real Property, the Leased Premises and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andStation Assets. There is no action, suit or proceeding pending or, to Seller’s knowledge, threatened against Seller or the knowledge of Avion, there is no basis for Stations that asserts that Seller or the Stations have violated 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) laws applicable to the knowledge of AvionOwned Real Property, there Leased Premises or Station Assets. “Hazardous Substance” means substances that are no changes in the statusdefined or listed in, terms or conditions otherwise classified pursuant to, any applicable laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation of any Environmental Permits held applicable environmental law intended to define, list or classify substances by Avion or any reason of deleterious properties such as ignitibility, corrosiveness, reactivity, radioactivity, carcinogenicity, reproductive toxicity and petroleum and drilling fluids, produced waters and other wastes associated with the Avion Material Subsidiaries or any renewalexploration, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsdevelopment, or any review byproduction of crude oil, natural gas or approval of, any Governmental Entity geothermal energy. Seller has delivered to Buyer true and complete copies of such all environmental approvals, consents, waivers, permits, orders reports and exemptions assessments in its possession that are required in connection with applicable to the execution or delivery of this Agreement, the consummation of the transactions contemplated herein Real Property or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectStations.

Environmental. Except for any matters that(a) The Purchased Business, individually or the Leased Property and the Premises have been and are in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect:material compliance with all Environmental Laws. (ib) all facilities and operations of Avion and Neither the Avion Material Subsidiaries have been conductedVendor nor the Company has used or permitted to be used, and are now, 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. (iic) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to To the knowledge of Avionthe 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. (d) Neither the Vendor nor the Company is no basis responsible for any Cleanup or any other remedy or liability under any Environmental Laws in connection with the Leased Property, the Premises, the Purchased Business or its assets. Neither the Vendor nor the Company has ever received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has the Vendor or the Company settled any allegations of any such obligations, demands, non-compliance prior to prosecution. There are no written notices, work orders or liabilities directions relating to arise in environmental matters or other matters governed by Environmental Laws requiring, or notifying the future as a result of Vendor or the Company that it is or may be responsible for, any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;material capital expenditures to be made under Environmental Laws with respect to the Purchased Business, its assets, the Leased Property, or the Premises. Neither the Vendor nor the Company has ever 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 Vendor's, the Company's or any other person's activities or operations at the Leased Property or the Premises. (ve) Neither the Vendor nor the Company has caused or permitted, nor has there been to the knowledge of Avionthe Vendor, there are no changes in the status, terms or conditions any Release of any Environmental Permits held by Avion Hazardous Substance on, in, around, from or any of the Avion 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 Leased Property or delivery of this Agreementthe 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 consummation Vendor's knowledge, on or from a facility owned or operated by any third party but with respect to which the Vendor or the Company in connection with the Purchased Business is or may reasonably be alleged to have liability. (f) All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor or the Company in connection with the Purchased Business or resulting from the operation of the transactions contemplated herein or Purchased Business have been disposed of, treated and stored by the continuation of Vendor and the business of Avion or any of the Avion Material Subsidiaries following the Effective Date;Company in compliance with all Environmental Laws. (vig) Avion and the Avion Material Subsidiaries have The Vendor has made available to Endeavour the Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information documents in the Vendor's or the Company's possession or under its control relating to compliance by the Vendor or the Company with respect to environmental matters; and (vii) to or claims against the knowledge of Avion, Avion and Vendor or the Avion Material Subsidiaries are not subject Company under Environmental Laws or to any past other environmental or present factoccupational health and safety matter in connection with the Leased Property, condition the Premises or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse EffectPurchased Business.

Environmental. Except for (a) (i) Keep any matters thatproperty either owned or operated by the Borrowers or their Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and (ii) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests; provided, however, that no Borrower shall be deemed to have breached this Section 5.10 to the extent that any failures to comply with the requirements specified in clause (i) or (ii) above, either individually or in the aggregate, would have not have or would resulted in, and could not reasonably be expected to have an Avion result in, a Material Adverse Effect: Change. If the Company or any of its Restricted Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Company or any of its Restricted Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, except in compliance with all applicable Environmental Laws; (ii) Avion ), each Borrower agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the Avion Material Subsidiaries are in possession offailure to do so has not resulted in, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are could 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 aggregatein, constitute an Avion a Material Adverse EffectChange. (b) At the written request of Agent, which request shall specify in reasonable detail the basis therefor, at any time after the occurrence of an Event of Default, a breach by any Borrower of an environmental provision of this Agreement, or any other matter that requires the giving of notice under clauses (n) through (r) on Schedule 5.1, the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property, prepared by an environmental consulting firm reasonably approved by Agent, addressing the matters which gave rise to such request and estimating the potential costs of any Remedial Action in connection with any such matter. If any Borrower fails to provide the same within 45 days after such request was made, Agent may order the same, and the Borrowers shall grant and hereby do grant, to Agent, access to such Real Property and specifically grant Agent an irrevocable non-exclusive license, subject to the right of tenants, to undertake such an assessment, all at the Borrowers’ joint and several expense.

Environmental. Except as disclosed on Exhibit 9.24, Vairex has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of Vairex, no real property (or the subsurface soil and the ground water thereunder) now or previously leased by Vairex (the "Leased Premises") either contains any matters thatHazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of Vairex, individually there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Leased Premises, now or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawspast; (iic) Avion and Vairex 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 Avion Material Subsidiaries are presence, release, threat of release, placement on or in possession ofthe Leased Premises, and in compliance withor the generation, all Environmental Permits that are required to owntransportation, lease and operate storage, treatment or disposal at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLeased Premises, of any Hazardous Substance; (iiid) Vairex has not received any written notice and has no environmentalknowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, reclamation or closure obligationis investigating the possibility, demandthat there is or has been any presence, noticerelease, work order threat of release, placement on or other liabilities presently exist with respect to in the Leased Premises, or any portion generation, transportation, storage, treatment or disposal at the Leased Premises, of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Substance; (ive) neither Avion nor To the Best Knowledge of Vairex, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Avion Material Subsidiaries is subject to Leased Premises and any proceeding, application, order present or directive which relates to environmental, health former occupant or safety matters, and which may require tenant of the Leased Premises) relating in any material work, repairs, construction or expenditures; (v) way to the knowledge presence, release, threat of Avionrelease, there are no changes placement on or in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Premises, or any review bygeneration, transportation, storage, treatment or approval ofdisposal at the Leased Premises, of any Governmental Entity of such environmental approvalsHazardous Substance. Vairex further agrees and covenants that Vairex will not store or deposit on, consents, waivers, permits, orders and exemptions that are required in connection with the execution otherwise release or delivery of this Agreementbring onto or beneath, the consummation of Leased Premises any Hazardous Substance prior to the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Closing Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to Vairex's Best Knowledge, threatened, against Vairex, and Vairex 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 Vairex's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 9.24, "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 9.24, "Hazardous Substance" shall not mean and shall not include the following, to the knowledge of Avionextent used normally and required for everyday uses or normal housekeeping or maintenance: (a) fuel oil and natural gas for heating, Avion (b) lubricating, cleaning, coolant and the Avion Material Subsidiaries are not subject to any past or present factother compounds customarily used in building maintenance, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or (c) materials routinely used in the aggregateday-to-day operations of an office, constitute such as copier toner, (d) consumer products, (e) material reasonably necessary and customarily used in construction and repair of an Avion Material Adverse Effectoffice project, and (f) fertilizers, pesticides and herbicides commonly used for routine office landscaping.

Environmental. Except for any matters thatWith respect to environmental matters, individually (i) to Seller’s knowledge, there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the aggregatearea of the Real Property, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andreports and documents and as otherwise set forth on Exhibit E attached hereto and incorporated herein by reference (see Exhibit E in its current form for a brief narrative regarding an environmental matter related to the Hilton Garden Inn in Warwick, Rhode Island) with the exception of small amounts of materials typically used for cleaning and maintenance of properties similar to the Hotels, none of which violate any of the statutes, laws or regulations described below, (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 and chlorine for the swimming pool, all of which, to Seller’s knowledge, are stored on the knowledge of AvionProperty in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, there is including without limitation Environmental Requirements, (iii) to Seller’s knowledge, no basis for any such obligations, demands, notices, work orders underground storage tanks are currently located on or liabilities to arise in the future as a result of Real Property or any activity in respect of such propertyportion thereof, interests, rights, operations and business; (iv) neither Avion nor no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any of the Avion Material Subsidiaries portion thereof is subject pending or, to any proceedingSeller’s knowledge, applicationthreatened, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of AvionSeller’s knowledge, there are no changes is not currently and never has been any mold, fungal or other microbial growth in or on the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsReal Property, or any review byexisting conditions within buildings, structures or approval ofmechanical equipment serving such buildings or structures, 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries 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 or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that would individually 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 aggregatepossession of Seller or Seller’s Affiliates, constitute an Avion Material Adverse Effectconsultants, 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, material concentrations of microbial or fungal matter or mold 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, or that 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 compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing. As used in the foregoing, “threatened” means that a person, entity, or governmental body has manifested to Seller a present intention to assert a claim or to initiate litigation, arbitration, or any governmental proceeding or investigation.

Environmental. (a) Each Acquired Company other than Petrodelta is, and, to Seller’s Knowledge, Petrodelta is, conducting, and has during the past five (5) years conducted, its business in material compliance with Environmental Law. (b) Except for any matters that, individually or in the aggregate, would not have or would as is not reasonably be expected to have an Avion a Material Adverse Effect, all Environmental Permits required for the operation of the business of each Acquired Company other than Petrodelta, and, to Seller’s Knowledge, of Petrodelta: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawsobtained; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted;force; and (iii) no environmentalhave been complied with. (c) Neither Seller, reclamation nor any Acquired Company other than Petrodelta has received any written notice of any civil, criminal, regulatory or closure obligationadministrative action, demandclaim, notice, work order investigation or other liabilities presently exist with respect Proceeding or suit relating to Environmental Law or Environmental Permits. To Seller’s Knowledge, (i) Petrodelta has not received any written notice of any civil, criminal, regulatory or administrative action, claim, investigation or other Proceeding or suit relating to Environmental Law or Environmental Permits and (ii) there is no such action, claim, investigation or other Proceeding or suit threatened or pending against any Acquired Company. (d) None of Seller, any Acquired Company other than Petrodelta, or, to Seller’s Knowledge, Petrodelta, has received written notice that either (i) a Governmental Authority is intending to revoke, suspend, vary or limit any Environmental Permits or (ii) any amendment to any portion Environmental Permit is required to enable the continued operation of its business. (e) There are no Proceedings by any currently Governmental Authority or formerly ownedother Person pending against any Acquired Company other than Petrodelta under any Environmental Law. To Seller’s Knowledge, leased(i) there are no Proceedings by any Governmental Authority or other Person pending against Petrodelta or (ii) threatened against any Acquired Company. (f) No Acquired Company other than Petrodelta is responsible (wholly or in part) for any clean up or other corrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, or used by, any Acquired Company or, to Seller’s Knowledge, subject to any investigation or otherwise controlled property, interests and rights or relating inquiry by a Governmental Authority in relation to the operations and business of Avion and same. To Seller’s Knowledge, Petrodelta is not responsible (wholly or in part) for any clean up or other corrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, or used by, any Acquired Company or subject to any investigation or inquiry by a Governmental Authority in relation to the Avion Material Subsidiaries except as disclosed in the Avion Public Documents same. (g) No Acquired Company other than Petrodelta has, and, to the knowledge Seller’s Knowledge, Petrodelta has not, disposed of Avionany Hazardous Substance other than in material compliance with applicable Environmental Law. (h) No Acquired Company other than Petrodelta has entered into any Contract, there is no basis undertaking, warranty or indemnity to assume actual or contingent liability 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.

Environmental. (a) Except as disclosed on Schedule 3.19(a), each Acquired Company is and has been for the past five (5) years, in compliance in all material respects with all Environmental Laws and has not, and no Acquired Company has, received from any matters thatPerson or been subject to any (i) Environmental Notice or Environmental Claim or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the date hereof. (b) Each Acquired Company has obtained and is and has been for the past five (5) years in compliance in all material respects with all Environmental Permits necessary for the ownership, lease, operation or use of the Business or assets of such Acquired Company, and all such Environmental Permits are in full force and effect as of the date hereof and will be maintained in full force and effect by such Acquired Company through the applicable Closing Date in accordance with Environmental Law. To Parent’s Knowledge, there is no condition, event or circumstance that might prevent or impede, after the applicable Closing Date, the ownership, lease, operation or use of the Business or assets of such Acquired Company as currently carried out under Environmental Law. With respect to all Environmental Permits required for operation of the Business as currently conducted, such Acquired Company has or will undertake prior to the applicable Closing Date, all commercially reasonable measures necessary to ensure that such Environmental Permits continue in effect, and to Parent’s Knowledge, there is no condition, event or circumstance that might prevent or impede the continued effectiveness of such Environmental Permits prior to applicable Closing. No Acquired Company has received any Environmental Notice regarding any adverse change in the status or terms and conditions of such Acquired Company’s Environmental Permits that remains pending or unresolved. (c) Except as disclosed on Schedule 3.19(c), (i) there has been no Release nor threat of Release of Hazardous Materials with respect to the Business or assets of any Acquired Company or any Leased Real Property or any real property formerly owned, leased or operated by an Acquired Company, and (ii) no Acquired Company has received an Environmental Notice that any Leased Real Property or formerly owned, operated, or leased real property has been contaminated with any Hazardous Material which, in each case of (c)(i) or (c)(2), would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or a term of any Environmental Permit by, such Acquired Company. (d) No Acquired Company has arranged for the treatment, storage, or disposal of Hazardous Materials at a third-party location or site, except as such would not reasonably be expected to result in any Environmental Claims that would, individually or in the aggregate, would not have or would not reasonably be expected material to have an Avion Material Adverse Effect:any Acquired Company. (ie) all facilities and operations No Acquired Company is a party to any Contract pursuant to which it is obligated to indemnify any other Person with respect to, or be responsible for any Liability of Avion and the Avion Material Subsidiaries have been conductedanother Person pursuant to or arising under, and are now, in compliance with all Environmental Laws;Law. (iif) Avion The Parent or Acquired Companies have delivered or caused to be delivered or made available to Buyer copies of all material documents, records and information in the Avion Material Subsidiaries are in possession ofor reasonable control of the Parent or any Acquired Company concerning any noncompliance with or actual or potential Liability under Environmental Law on the part of any Acquired Company, including previously conducted environmental site assessments and in compliance withdocuments regarding any Release of Hazardous Materials at, all Environmental Permits that are required to ownupon, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation from or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of Leased Real Property or any currently or property formerly owned, leased, used leased or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held operated by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectAcquired Company.

Environmental. Except for (a) To the Knowledge of the Members, there are no underground tanks and related pipes, pumps or other facilities regardless of their use or purpose whether active or abandoned at the Leased Real Property. (b) To the Knowledge of the Members, there is no asbestos nor any matters thatasbestos-containing materials used in, individually applied to or in any way incorporated in any building, structure or other form of improvement on the aggregate, would not have Leased Real Property. Neither the Company nor any of its Subsidiaries sells or would not reasonably be expected to have an Avion Material Adverse Effect:has sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (ic) all facilities Each of the Company and operations of Avion its Subsidiaries is presently and for the Avion Material Subsidiaries have been conducted, and are nowpast five years has been, in compliance with all Environmental Laws applicable to the Leased Real Property, formerly owned, leased or operated locations of the business, or to the Company’s and its Subsidiaries’ business operations, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be the basis for any liability of any kind pursuant to any Environmental Law. (d) Neither the Company nor any of its Subsidiaries has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Leased Real Property or formerly owned, leased or operating property, except in compliance with all applicable Environmental Laws;; there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Leased 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 or in the vicinity of property formerly owned or leased by the Company or any of its Subsidiaries that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or any of its Subsidiaries pursuant to any Environmental Law. (e) Neither the Company nor any of its Subsidiaries has (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Leased Real Property or formerly owned, leased or operated property or any facilities or operations thereon; (ii) Avion and received notice under the Avion Material Subsidiaries are in possession of, and in compliance with, all citizen suit provisions of any Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Law; (iii) no environmental, reclamation or closure obligation, demandreceived any request for information, notice, work order demand letter, administrative inquiry or other liabilities presently exist formal or informal complaint or claim with respect to any portion of any currently Environmental Condition; or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law that are necessary for the Company’s and its Subsidiaries’ activities and operations at the Leased Real Property and for any past or ongoing alterations or improvements at the Leased Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or conditions. (g) Neither the Company nor any of the Avion Material its Subsidiaries is has assumed, undertaken, agreed to indemnify or otherwise become subject to any proceeding, application, order liability of any other Person relating to or directive which relates to environmental, health or safety matters, and which may require arising from any material work, repairs, construction or expenditures;Environmental Law. (vh) To the Knowledge of the Members, the Company and its Subsidiaries the Leased Real Property and the business will not require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to the knowledge of Avion, there are no changes in the status, terms or conditions of achieve compliance with any Environmental Permits held by Avion Law. (i) The distribution, sale, lease and use of the Company’s and its Subsidiaries’ products does not subject the Company or any of the Avion Material its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 Laws. (j) The Company has delivered, or caused to be delivered, to the Buyer copies of all documents, records and information in its possession or control concerning Environmental Conditions, including previously conducted environmental audits and documents regarding any Release or disposal of Hazardous Materials at, upon or from the aggregateLeased Real Property or formerly owned or leased property, constitute an Avion Material Adverse Effectspill control plans and environmental agency reports and correspondence.

Environmental. Except for any matters thatWith respect to environmental matters, individually as of the date hereof and through the Closing Date: (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the aggregatearea of the Real Property, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents 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 and chlorine for the swimming pool to be constructed on the Land, all of which shall be stored on the Property in strict accordance with applicable Environmental Requirements and shall 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 portion 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) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsReal Property, or any review byexisting conditions within buildings, structures or approval ofmechanical equipment serving such buildings or structures, 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries 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 or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that would individually 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 aggregatepossession of Seller or Seller’s Affiliates, constitute an Avion Material Adverse Effectconsultants, contractors or agents. As used in this Contract, “Hazardous Materials” means: (i) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (ii) “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”), (iii) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (iv) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (v) 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 (vi) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, or 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 compliance (collectively, “Environmental Requirements”). As used in this Contract, “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion a Minefinders Material Adverse Effect: (i) all facilities and operations of Avion Minefinders and the Avion Material its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion Minefinders and the Avion Material its Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion Minefinders and the Avion Material its Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of AvionMinefinders, 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 Avion Minefinders nor any of the Avion Material its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of AvionMinefinders, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Minefinders or any of the Avion Material its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion Minefinders or any of the Avion Material its Subsidiaries following the Effective Date; (viA) Avion Minefinders and the Avion Material its Subsidiaries have made available to Endeavour Pan American all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viiB) to the knowledge of AvionMinefinders, Avion Minefinders and the Avion Material its Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would individually or in the aggregate, constitute an Avion a Minefinders Material Adverse Effect.

Environmental. Except for Seller has not conducted any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, business therefor is in compliance with all Environmental Laws; . None of the 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 Hazardous Substance or toxic waste or constituent into the environment. Seller has not (iiand no other Person has) Avion and filed any notice under any federal, state or local law indicating that Seller is responsible for the Avion Material Subsidiaries are in possession ofrelease into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, and in compliance withor that any such substance, all Environmental Permits that are required to own, lease and operate waste or constituent has been released from or is improperly stored upon the Avion Property and Avion Mineral Rights and to conduct their respective business as Acquisition Assets or the land on which they are now being conducted; (iii) no environmentalsituated. To Seller's knowledge, reclamation Seller does not otherwise have any liability or closure obligation, demand, notice, work order contingent liability in connection with any violation of Environmental Laws 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 release or delivery of this Agreement, threatened release into the consummation of the transactions contemplated herein environment or the continuation improper storage of any Hazardous Substance or toxic waste or constituent related to the business Acquisition Assets. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operations of Avion 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 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 Hazardous Substances or toxic waste on or from the Acquisition Assets or the land on which they are situated that either (a) is not in compliance with Environmental Laws or (b) could create an obligation or liability of Seller under Environmental Laws, and there are no storage tanks or other containers on or under any from the Avion Material Subsidiaries following Acquisition Assets or the Effective Date; (vi) Avion and land on which they are situated from which Hazardous Substances or other contaminants may be released into the Avion Material Subsidiaries surrounding environment. No claims, are pending or threatened by third parties against Seller alleging liability for exposure to Hazardous Substances in connection with the Acquisition Assets. There have made available to Endeavour all material audits, assessments, investigation reportsbeen no environmental investigations, studies, plansaudits, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries reviews or other analyses conducted by or which 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 aggregate, constitute an Avion Material Adverse Effectpossession of Seller regarding from the Acquisition Assets which have not been delivered to Purchaser.

Environmental. Except BlueStream has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of BlueStream, no real property (or the subsurface soil and the ground water thereunder) now or previously leased by BlueStream (the "Leased Premises") either contains any matters thatHazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of BlueStream, individually there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Leased Premises, now or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawspast; (iic) Avion and BlueStream 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 Avion Material Subsidiaries are presence, release, threat of release, placement on or in possession ofthe Leased Premises, and in compliance withor the generation, all Environmental Permits that are required to owntransportation, lease and operate storage, treatment or disposal at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLeased Premises, of any Hazardous Substance; (iiid) BlueStream has not received any written notice and has no environmentalknowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, reclamation or closure obligationis investigating the possibility, demandthat there is or has been any presence, noticerelease, work order threat of release, placement on or other liabilities presently exist with respect to in the Leased Premises, or any portion generation, transportation, storage, treatment or disposal at the Leased Premises, of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Substance; (ive) neither Avion nor To the Best Knowledge of BlueStream, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Avion Material Subsidiaries is subject to Leased Premises and any proceeding, application, order present or directive which relates to environmental, health former occupant or safety matters, and which may require tenant of the Leased Premises) relating in any material work, repairs, construction or expenditures; (v) way to the knowledge presence, release, threat of Avionrelease, there are no changes placement on or in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Premises, or any review bygeneration, transportation, storage, treatment or approval ofdisposal at the Leased Premises, of any Governmental Entity of such environmental approvalsHazardous Substance. BlueStream further agrees and covenants that BlueStream will not store or deposit on, consents, waivers, permits, orders and exemptions that are required in connection with the execution otherwise release or delivery of this Agreementbring onto or beneath, the consummation of Leased Premises any Hazardous Substance prior to the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Closing Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to the knowledge BlueStream's Best Knowledge, threatened, against BlueStream, and BlueStream knows of Avion, Avion and the Avion Material Subsidiaries are not subject no facts or circumstances which might give rise to any past future litigation, proceeding, citizen's suit or present factgovernmental or other investigation, condition or circumstance that could reasonably be expected which relate to result in liability under any Environmental Laws that would individually or in the aggregateBlueStream's compliance with environmental laws, constitute an Avion Material Adverse Effectregulations, rules, guidelines and ordinances.

Environmental. Except for (a) To the best of Seller’s knowledge, Seller is in compliance in all respects with all Environmental Laws. A description of any matters thatoutstanding notice, individually citation, inquiry or complaint which Seller has received of any alleged violation of any Environmental Law or Environmental Permit relating to the Business or the Purchased Assets is contained in Schedule 4.19(a). (As used in the aggregatepreceding sentence, would the term “outstanding” refers to any notice, citation, inquiry or complaint that pertains to a matter that has not have been corrected or would not reasonably be expected otherwise resolved.) To the best of Seller’s knowledge, Seller possesses all Environmental Permits which are currently required for the operation of the Business. All Environmental Permits issued to have an Avion Material Adverse Effect:Seller with respect to the Purchased Assets or conduct of the Business are listed in Schedule 4.19(a) and Seller is in compliance in all material respects with the provisions of all such Environmental Permits. (i) all facilities and operations There has been no generation, storage, disposal, treatment or transportation of Avion and any Hazardous Materials (as herein defined) at the Avion Material Subsidiaries have been conducted▇▇▇▇▇▇ Facility or at or to any Offsite Facility by or on behalf of Seller in violation of, and are nowor which could give rise to any liability or obligation of Seller under, in compliance with all any Environmental Laws; ; and (ii) Avion and there has been no Release (as herein defined) by Seller or, to the Avion Material Subsidiaries are in possession ofbest of Seller’s knowledge, and in compliance withby any other party, at the ▇▇▇▇▇▇ Facility. (c) Schedule 4.19(c) sets forth a complete list of all Environmental Permits (i) Offsite Facilities to which Seller has sent Hazardous Materials; (ii) Containers (as herein defined) that are required to ownnow present at, lease or have been removed from, the ▇▇▇▇▇▇ Facility; and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist locations of PCB’s and/or asbestos at the ▇▇▇▇▇▇ Facility. All Containers which have been removed from the ▇▇▇▇▇▇ Facility have been removed in accordance 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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;all applicable Environmental Laws. (ivd) neither Avion nor any of For the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 purposes of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.:

Environmental. Except To Seller’s Knowledge and except for any matters thatcondition described in Exhibit 2.10 hereto or identified with reasonable specificity in any Phase I Environmental Assessment or Phase II Environmental Assessment obtained pursuant to Section 5.10(a) (“Environmental Reports”), individually (a) Seller, the Real Estate Interests and the Branches are and have been in compliance in all material respects with all federal, state, and local laws, regulations, and ordinances relating to the environment and to the discharge of hazardous substances, pollutants or other regulated material (“Hazardous Substances”) into the air, ground or water applicable to the Real Estate Interests (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 to Seller’s Knowledge, against any other person, with respect to the Real Estate Interests or the Branches by or before any governmental authority or agency or by any third party which in any way relates to any Environmental Laws or to any presence of or exposure to any Hazardous Substances; and (c) there has been no release of any Hazardous Substance in, on, or under any of the aggregateBranches or Real Estate Interests in an amount or concentration that would trigger any required investigation, would remedial action, or liability under any applicable Environmental Laws. For purposes of this Section 2.10, Seller shall not have or would not reasonably be expected deemed to have an Avion Material Adverse Effect: Knowledge of matters or information disclosed in any Environmental Report unless either (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance such matter or information is identified therein with all Environmental Laws; reasonable specificity or (ii) Avion Seller has Knowledge of such matter independently of such Environmental Report. Purchaser acknowledges and agrees that Seller makes no representations or warranties regarding the Avion Material Subsidiaries are truth, accuracy or thoroughness of the investigation, preparation or content of the Environmental Reports, or the competence or ability of the persons or companies preparing the Environmental Reports. Seller warrants that it has provided to Purchaser all information of which Seller is aware or which is in Seller’s possession ofthat relates to the environmental condition of the Branches and Real Estate Interests or to compliance of the Seller or the Branches and Real Estate Interests with applicable Environmental Laws. Assuming that Seller has satisfied all of its requirements under Section 5.10, Purchaser agrees that, by closing the transaction contemplated herein, Purchaser will have had an opportunity to review such reports prior to the Closing Date in order to make an independent verification of the information contained therein, and in compliance with, all Environmental Permits that are required to own, lease Purchaser and operate the Avion Property and Avion Mineral Rights and its environmental consultants will have had an opportunity to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to tests on the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectReal Estate Interests.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities [***] Seller's sole liability and operations responsibility for any of Avion and the Avion Material Subsidiaries have been conductedcovenants, representations, warranties, and are nowindemnifications relating to all environmental provisions contained in this Agreement shall be expressly [***] a sum which represents [***] the purchase price of the acquisition of the properties covered by the Leases. So for example, if Buyer exercises its option under the Leases (the "Option") to purchase the properties for the sum of [***], then the obligation of Seller would be limited to [***]. This sum shall be defined [***] be applicable both during the leasehold term, and in compliance with all Environmental Laws;the event of the exercise of the Option, such that Seller's responsibility in the aggregate for environmental damages shall never be more that the MLA. (ii) Avion [***] if an environmental issue arises under federal, state, or local law that requires the expenditure of money during the leasehold term, then Seller (or its designee landlord affiliate under the applicable Lease) shall immediately take all measures [***] [***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. to effectuate all remediation required by applicable law. If the environmental issue that arises is a result of a [***] that was not installed by Buyer or as a result of an item noted in the Phase I Report prepared for Buyer or Seller before the date of this Agreement, then Seller shall be responsible for the costs thereof, [***] expense in excess of [***], then [***] in such property shall be [***]. The aforesaid reimbursement shall be accomplished by Buyer first deducting [***] its rental payments [***] until all sums expended by Buyer for remediation are reimbursed to Buyer with Seller to pay any balance immediately [***]. During the leasehold, [***] shall [***] and shall increase annually by the Avion Material Subsidiaries are Leases' purchase option CPI adjustment. Notwithstanding anything else contained herein, in possession ofthe event Buyer terminates its Lease, and in compliance with, Buyer shall remain responsible at all Environmental Permits times for environmental damages it has caused that are required to own, lease and operate other than those contained on the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted;Phase I Report for from structural underground items installed by Seller. (iii) no environmentalIn the event Buyer exercises its Option and an environmental issue arises pursuant to federal, reclamation state, or closure obligation, demand, notice, work order local law that requires remediation from an underground structural item that was not installed by Buyer 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 an item noted in respect the Phase 1 Report prepared for Buyer or Seller before the date of such propertythis Agreement, interestsSeller shall immediately undertake to remediate same [***] and expense [***] to effectuate all remediation required by applicable law. Seller's liability for [***], rightswhich shall be calculated from the commencement date of the Leases. So for example, operations if an environmental expense arises, then the parties shall calculate all monies expended during the lease term by Seller, if [***] the balance shall be deducted from the option price. [***]. The balance remaining of the purchase price under the Option shall be paid to Seller in accordance with the provisions of the parties' contract. Notwithstanding anything else contained in this Agreement, in the event that the [***] initiates a Phase II environmental survey after [***] and business;to undertake the remediation within all time frames provided by applicable law, and (B) Buyer shall close the real estate purchase set forth in the exercise of its Option in accordance with the applicable Lease Agreement within the time frames provided therein. (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect[***].

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations Keep any property either owned or operated by it or any of Avion and the Avion Material its Subsidiaries have been conducted, and are now, in compliance with all free of any Environmental Laws; Liens; (ii) Avion and the Avion Material Subsidiaries are in possession ofcomply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance with, all Environmental Permits that are required to own, lease and operate which the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Collateral Agent may reasonably request; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion immediately notify the Agents of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business Release of Avion and the Avion a Hazardous Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result excess of any activity in respect reportable quantity from or onto property owned or operated by it or any of such property, interests, rights, operations its Subsidiaries and business; take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) neither Avion nor promptly provide the Agents with written notice within 10 days of the receipt of any of the Avion Material Subsidiaries is subject to following: (A) notice that an Environmental Lien has been filed against any proceeding, application, order property of any Loan Party or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; of its Subsidiaries; (vB) to the knowledge of Avion, there are no changes in the status, terms or conditions commencement of any Environmental Permits held by Avion Action or notice that an Environmental Action will be filed against any Loan Party or any of the Avion Material Subsidiaries its Subsidiaries; and (C) notice of a violation, citation 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that other administrative order which could reasonably be expected to result in liability under a 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 (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on any property at any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Laws that would individually Law and/or (E) any Environmental Action filed against any Agent or in the aggregate, constitute an Avion Material Adverse Effectany Lender.

Environmental. Except for any matters that, individually or in (a) Lessor represents and warrants to Lessee that the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: following statements are accurate as of the date hereof and will remain accurate as of the Commencement Date (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and Premises are now, in full compliance with all Environmental Laws; ; (ii) Avion and there has not been any Release of Hazardous Materials at the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate Premises or at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Park; (iii) there are no environmentalHazardous Materials stored, reclamation located or closure obligationpresent in, demand, notice, work order on or other liabilities presently exist with respect to any portion of any currently upon the Premises or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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; Park; (iv) neither Avion the Premises nor any of the Avion Material Subsidiaries Park is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, Environmental Action; and which may require any material work, repairs, construction or expenditures; (v) neither the Premises, the Park nor any personal property located thereon is subject to any Environmental Liens. (b) Lessee shall have the knowledge right to conduct its own environmental site assessment (“ESA”) of Avion, there are no changes in the status, terms or Premises to evaluate the environmental conditions of any the Premises (the “Environmental Permits held by Avion Inspection Period”). If the ESA discloses environmental conditions which Lessee determines are unacceptable, then Lessor shall correct or any of remediate the Avion Material Subsidiaries environmental conditions and obtains a no-further action letter (“NFA”) or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such its equivalent from the appropriate governmental 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 agency indicating that no further remedial actions are required in connection with the execution or delivery of this Agreementrecommended. Nothing contained herein (including, the consummation of the transactions contemplated herein without limitation, Lessee’s failure to conduct an ESA or the continuation of the business of Avion or raise any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect issue pertaining to environmental matters; and) shall in any way constitute a waiver of, diminish or limit the provisions of Lessor’s indemnities in subsection (d) below. (viic) Lessee hereby agrees to defend, indemnify, and hold harmless Lessor from and against any Environmental Liabilities and Costs arising out of: (i) any Releases of Hazardous Materials at or from the knowledge Premises caused by Lessee’s operations during the term of Avion, Avion the Lease; and the Avion Material Subsidiaries are not subject to (ii) any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any violations of Environmental Laws that would individually are caused by Lessee’s operations during the term of the Lease. This indemnity shall survive termination of this Lease. (d) Lessor hereby agrees to defend, indemnify, and hold harmless the Lessee from and against any Environmental Liabilities and Costs arising out of (i) any Releases of Hazardous Materials that occurred prior to the commencement date of this Lease; (ii) any violations of Environmental Laws or in Environmental Actions that are attributable to the aggregateLessor’s acts or omissions; and (iii) any breach of any warranty or representation or covenant regarding environmental matters made by Lessor; and (iv) any Releases or threatened Releases of Hazardous Materials caused by Lessor. This indemnity shall survive expiration or termination of this Lease. (e) Lessor releases Lessee from any liability arising out of Releases of Hazardous Materials in, constitute an Avion Material Adverse Effecton, about, or from the Park and the Premises caused by parties other than Lessee, or its employees, guests, agents or invitees. (f) For the purposes of this section, the following definitions will apply:

Environmental. Except for any 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 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 that, individually incident to or arising out of or in connection with any of the aggregateforegoing. 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, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) to Seller's Knowledge, Seller presently possesses all facilities Environmental Permits necessary to own, maintain, and operations of Avion operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Avion Material Subsidiaries have been Business as it is currently being conducted, and are now, in compliance with all Environmental Laws; (ii) Avion to Seller's Knowledge, with respect to the Purchased Assets and the Avion Material Subsidiaries are Business, Seller is in possession ofcompliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) Seller has received no environmentalwritten notice or information of an intent by an applicable Governmental Entity to suspend, reclamation revoke, 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for withdraw any such obligations, demands, notices, work orders or liabilities to arise in the future as Environmental Permits. <PAGE> Schedule 5.10(a)-2 sets forth a result list of any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any all material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any Seller for the operation of the Avion Material Subsidiaries Business. (b) Except as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or other information regarding any renewalactual or alleged violation of Environmental Laws, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsEnvironmental Permits, or any review liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. (c) 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 Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to 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, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or approval 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 Governmental Entity settlements with any of such environmental approvals, consents, waivers, permits, orders and exemptions that are required its insurance carriers in connection with the execution or delivery clean-up of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) manufactured gas plant sites related to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past Purchased Assets 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 aggregate, constitute an Avion Material Adverse EffectAssumed Obligations.

Environmental. Except for Buyer may at its expense conduct environmental reviews of the Owned Real Property and, subject to any matters thatprior approval of the owner or lessor required under the Real Property Leases, individually the Leased Real Property, including environmental sampling, within forty- five (45) days of the date of this Agreement; provided, however, that no intrusive sampling shall be performed without Seller’s prior written approval (which shall not be unreasonably withheld). If any such environmental review discloses a material violation of, or material condition requiring remediation under applicable Environmental Laws at any of the Real Property (an “Environmental Condition”) and such Environmental Conditions, in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: estimated remediation cost less than Seven Hundred Fifty Thousand Dollars (i) $750,000.00), then Seller shall remediate such conditions in all facilities material respects, as promptly as is commercially reasonable and operations of Avion and the Avion Material Subsidiaries have been conductedin accordance with applicable Environmental Laws, and are nowif required to be reported, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating a manner satisfactory to the operations and business of Avion and applicable Governmental Authority, provided that the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 completion of such propertyremediation shall not be a condition to Buyer’s obligation to close hereunder. If such Environmental Conditions, interests, rights, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute have an Avion Material Adverse Effectestimated remediation cost of Seven Hundred Fifty Thousand Dollars ($750,000.00) or more, then within ten (10) Business Days after delivery to Seller of such environmental assessment, Seller shall notify Buyer of its election to either (a) remediate such conditions in all material respects prior to Closing or (b) not remediate such conditions, in which event Buyer may terminate this Agreement on written notice to Seller. For the avoidance of any doubt, the pre-Closing discovery of such an Environmental Condition shall be deemed an exception to Seller’s representations and warranties in Section 3.20, and Buyer shall have no claim against Seller pursuant to the indemnification provisions or otherwise for such an Environmental Condition except with respect to a breach of this Section 5.13. Notwithstanding the foregoing, Seller shall have no obligation to correct or remediate any Environmental Condition if such correction or remediation of the Environmental Condition is a landlord’s, lessor’s or other third party’s primary responsibility.

Environmental. (a) Except for as set forth on Schedule 5.19, 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 Sellers, there is no asbestos nor any matters thatasbestos-containing materials used in, individually applied to or in any way incorporated in any building, structure or other form of improvement on the aggregateReal Property. No Acquired Company sells, would manufactures or distributes and has not have sold, manufactured or would not reasonably be expected to have an Avion Material Adverse Effect:distributed any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (ic) all facilities Each Acquired Company is presently and operations of Avion and for the Avion Material Subsidiaries have been conducted, and are nowpast 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 such Acquired Company’s business operations, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be the basis for any material liability of any kind pursuant to any Environmental Law. (d) No Acquired Company has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Real Property or any properly formerly owned, leased or operated by any Acquired Company, except in compliance with all applicable Environmental Laws;; there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or any contractual obligation; and there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of property formerly owned, leased or operated by any Acquired Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by any Acquired Company pursuant to any Environmental Law or any contractual obligation. (e) No Acquired Company has (i) entered into or been subject to any consent decree, compliance order or administrative order relating to obligations under Environmental Law or 39 4893-2596-7688v2 EMAIL\25717007 Environmental Conditions; (ii) Avion and received notice under the Avion Material Subsidiaries are in possession of, and in compliance with, all citizen suit provisions of any Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Law; (iii) no environmental, reclamation or closure obligation, demandreceived any request for information, notice, work order demand letter, administrative inquiry or other liabilities presently exist complaint or claim 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 ofCondition, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution obligation or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 Law or any exposure of any person to any Hazardous Material; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all material Permits required under any Environmental Law that would individually are necessary for any Acquired Company’s activities and operations at the Real Property and for any Acquired Company’s business operations; (ii) any applications for renewal of such Permits have been submitted on a timely basis; (iii) such Permits can be transferred without changes to their terms or conditions; and (iv) each Acquired Company is and for the past five (5) years has been in compliance with the aggregateterms and conditions of such Permits. (g) No Acquired Company has assumed, constitute an Avion undertaken, agreed to indemnify or otherwise become subject to any liability of any other Person relating to or arising from any Environmental Law or any Release of any Hazardous Material. (h) To the Knowledge of the Sellers, each Acquired Company, the Real Property and the business will not require a material capital expenditure or annual operating expense increase during the two (2) years following the Closing Date to achieve compliance with any Environmental Law. (i) The distribution, sale, and use of each Acquired Company’s products and the provision of its services does not subject any Acquired Company to liability under any Environmental Laws. (j) Each Acquired Company has delivered, or caused to be delivered, to the Buyer copies of all (if any) documents, records and information in its possession or control concerning Environmental Conditions or obligation or liability of any Acquired Company under any Environmental Law or exposure of any person to any Hazardous Material Adverse Effectin connection with any Acquired Company or its products or services, including previously conducted environmental site assessments, compliance audits, asbestos surveys, sampling or testing results and documents regarding any Release or disposal of Hazardous Materials at, upon or from the Real Property or any property formerly owned, leased or operated by any Acquired Company, spill control plans and environmental agency reports and correspondence.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all All facilities and operations of Avion Puno Gold and the Avion Material Subsidiaries Minera Puno have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion Puno Gold and Minera Puno is in the Avion Material Subsidiaries are in possession of, and in compliance with, process of applying for all Environmental Permits environmental permits that are required to own, lease and operate the Avion Property Puno Gold Properties and Avion the Puno Gold Mineral Rights at its current stage of development and to conduct their respective business as they are now being conducted; (iii) no 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 Avion Puno Gold and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents Minera Puno and, to the knowledge of AvionPuno Gold, 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 Avion Neither Puno Gold nor any of the Avion Material Subsidiaries Minera Puno is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to To the knowledge of AvionPuno Gold, there are no changes in the status, terms or conditions of any Environmental Permits environmental permits held by Avion Puno Gold or any of the Avion Material Subsidiaries Minera Puno 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 Avion Puno Gold or any of the Avion Material Subsidiaries Minera Puno following the Effective Date; (vi) Avion Puno Gold and the Avion Material Subsidiaries Minera Puno have made available to Endeavour Miramont all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to To the knowledge of AvionPuno Gold, Avion Puno Gold and the Avion Material Subsidiaries Minera Puno 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 Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in the aggregate, constitute an Avion Material Adverse Effectany applicable Environmental Laws).

Environmental. Except for any matters that, individually or as set forth in the aggregateenvironmental reports provided to Landlord in connection with Landlord’s acquisition of the Premises, and except as would not have or would not be reasonably be expected to have an Avion result in a Material Adverse EffectEffect with respect to the use or operation of the Premises, to Tenant’s knowledge: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance Tenant complies with all Environmental Laws and holds, maintains and complies with permits, licenses or similar authorizations required to construct, occupy, operate or use the Premises under Environmental Laws; (ii) Avion and Tenant has not received any written notice from any Governmental Authority alleging or finding a violation of Environmental Law at the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits Premises that are required has not been complied with prior to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducteddate hereof; (iii) Except in Permitted Amounts, (x) there has been 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders Release or liabilities to arise in the future as a result threatened Release of any activity in respect of such propertyHazardous Materials at the Premises and (y) Tenant has not and does not use, interestshandle, rightsmanufacture, operations and businessgenerate, produce, store or process Hazardous Material at the Premises; (iv) neither Avion nor Tenant has not received any written claim, demand, lawsuit or other communication from any person or entity (including but not limited to a Governmental Authority) alleging any liability of Tenant for any Release of Hazardous Materials at the Avion Material Subsidiaries is subject Premises that has not been settled or otherwise resolved prior 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 expendituresthe date hereof; (v) Tenant has provided or otherwise made available to Landlord all environmental audits, reports, and assessments concerning the Premises that are in the possession, custody or control of Tenant and that were prepared within the past sixty (60) days and relating to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective DatePremises; (vi) Avion The Premises is currently free and the Avion Material Subsidiaries have made available clear of all liens and other encumbrances imposed pursuant to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental mattersany Environmental Laws; and (vii) Except as specifically disclosed to the knowledge of AvionLandlord, Avion and the Avion Material Subsidiaries are not subject Tenant has made no undertaking, contract or commitment to any past Person other than Landlord that would render Tenant responsible for any Release, threat of Release, Corrective Action or present fact, condition or circumstance that could reasonably be expected to result in liability under violation of any Environmental Laws that would individually affecting or in relating to the aggregate, constitute an Avion Material Adverse EffectPremises.

Environmental. Except for any matters that, individually or as disclosed in the aggregateReports listed on Schedule 5.16: (a) Vendor has complied with and is not in violation of any Environmental Laws. Vendor holds and is in compliance with all Environmental Permits, would not have which are listed on Schedule 5.16 hereto. To the knowledge of Vendor, such Environmental Permits are all the permits required to carry on the Purchased Business. All Environmental Permits are valid and in full force and effect, and may be transferred to Purchaser. (b) No notice, request for information, notice of claim, demand, citation, summons or would not reasonably be expected to have an Avion Material Adverse Effectorder has been mailed to, delivered, issued or served upon Vendor, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or threatened by any governmental authority with respect to: (i) all facilities and operations any claim that Vendor or any of Avion and its predecessors are or may be potentially responsible for: the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawsclean-up of any threatened or actual release of any Hazardous Substance; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all any alleged violation by Vendor of any Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLaw or Environmental Permit; (iii) no environmentalany alleged failure by Vendor to have any Environmental Permit; or (iv) any use, reclamation possession, generation, treatment, storage, recycling, transportation or closure obligationdisposal of any Hazardous Substances by or on behalf of Vendor or its predecessors. (c) Except for Hazardous Substances stored or used in the ordinary course of their manufacturing processes, demandin quantities and in a manner: (1) not in violation of any applicable law, noticeor (2) which has not or is not reasonably likely to create a condition which requires investigation, work order remediation or other liabilities presently exist with respect to responsive action or responsibility or liability under Environmental Laws, neither Vendor nor any portion other party has used, generated, treated, stored for more than 90 days, recycled or disposed of any currently or formerly ownedHazardous Substances on the Real Property and there is not now, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed nor has there ever been in the Avion Public Documents andpast a release or a threat of release of Hazardous Substances from the Real Property into the environment. (d) To the knowledge of Vendor, no polychlorinated biphenyls, lead based paints or asbestos-containing materials, or urea formaldehyde are at the Real Property, nor are there any underground storage tanks, active or abandoned, at the Real Property. (e) No Hazardous Substance generated by Vendor has been recycled, treated, stored, disposed of or transported by the Vendor or, to the knowledge of AvionVendor, there is no basis for by any such obligations, demands, notices, work orders or liabilities to arise other entity in the future as a result violation of any activity Environmental Law or in respect of such propertya manner which has created or is reasonably likely to create any liability or responsibility under any Environmental Law. No Hazardous Substance has been released at, interestson, rightsabout or under the Real Property by Vendor, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of AvionVendor, is present on the Real Property which requires investigation, remediation or other response action. (f) To the knowledge of Vendor, no Hazardous Substance generated or managed by Vendor has come to be located at any site which is the subject of federal, provincial or local actions or other investigations which may lead to claims against Vendor or Purchaser for clean-up costs, remedial work, damages to natural resources or for a personal injury claim, including, but not limited to, claims under the Environmental Protection Act (Ontario) or other applicable Environmental Laws. (g) To the knowledge of Vendor, after due inquiry and investigation, there are no changes in the status, terms facts or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect circumstances related to environmental matters; and (vii) to matters concerning the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance Real Property that could reasonably be expected to result in liability lead to any future environmental claims against Vendor or Purchaser under any Environmental Laws that would individually or in the aggregatecurrent law. Copies of all environmental inspections, constitute an Avion Material Adverse Effect.investigations, studies, audits, tests,

Environmental. Except for any matters thatTo the knowledge of the Sellers or the Company, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) the Company and its assets and business, and all facilities and operations of Avion and real properties owned by the Avion Material Subsidiaries Company and/or at which the Company's assets or business are or have been conductedoperated (the "Properties"), are now and are nowat all times have been, in material compliance with all Environmental Laws; Laws (as herein defined) and Environmental Permits (as herein defined); (ii) Avion except as set forth in Schedule 4.23 of the 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 Avion Material Subsidiaries Properties requiring remediation, decommissioning, decontamination, abatement or removal pursuant to Environmental Laws; (iii) there are in possession ofno 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 compliance withsuch 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 that 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 ownthe Company are disclosed in Schedule 4.23 of the Disclosure Schedules, lease and operate the Avion Property Sellers have delivered copies of all such Environmental Permits to Buyer; (viii) Seller and Avion Mineral Rights 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 to conduct their respective business as they are now being conducted; without interruption after the Closing Date; (iiiiv) no environmentalSchedule 4.23 of the Disclosure Schedules sets forth all environmental studies, reclamation or closure obligationreports, demandaudits, noticesummaries, proposals, recommendations, work order plans and field and laboratory data in Sellers' or other liabilities presently exist 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 any portion of any currently soil, surface water or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor groundwater contamination at any of the Avion Material Subsidiaries is subject to any proceeding, application, order Properties and Sellers or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Company has delivered copies of such environmental approvals, consents, waivers, permits, orders and exemptions that are required documents to Buyer. As used in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.,

Environmental. Except for any matters thatSeller, individually or in the aggregate, would not Acquired Subsidiary and each of their predecessors have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, complied and are now, in compliance with all Environmental Laws; (ii) Avion . Seller and the Avion Material Subsidiaries are in possession ofAcquired Subsidiary have obtained and complied with, and are in compliance with, all Environmental Permits that are required pursuant to ownany Environmental 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, lease 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 Avion Property and Avion Mineral Rights 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 conduct their respective business as they are now being conducted; (iiiSeller’s Knowledge, no such property or facility is contaminated by any such substance) no environmental, reclamation in a manner that has given or closure obligation, demand, notice, work order or other liabilities presently exist with respect would give rise to any portion 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 currently Person, pursuant to any Environmental Laws. Neither Seller nor the Acquired Subsidiary has, either expressly or formerly ownedby operation of Law, leasedassumed or undertaken any Liability, used including any obligation for corrective or otherwise controlled propertyremedial action, interests and rights of any other Person relating to any Environmental Law. No facts, events or conditions relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present factfacilities, condition properties or circumstance that could reasonably be expected to result in liability under operations of Seller or the Acquired Subsidiary will prevent, hinder or limit continued compliance with any Environmental Laws that would individually Law, give rise to any investigatory, remedial or in the aggregatecorrective obligations pursuant to any Environmental Law, constitute an Avion Material Adverse Effector give rise to any other Liabilities pursuant to any Environmental Law, including any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental. Except for any matters thatTo the best of W&R, individually or in the aggregateStanford and AST’s knowledge, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries AST have been conducted, and are now, in compliance with all Environmental Laws;. AST is not subject to: (iii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, environmental health or safety matters, and which may require any material Material work, repairs, construction or expenditures; (vii) any demand or notice with respect to the knowledge of Avion, there are no changes in the status, terms or conditions breach of any Environmental Permits held Laws applicable to AST; (iii) none of the real properties currently or, formerly owned, leased or used by Avion AST (such property, the “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 or under them; (iv) no properties adjacent to any of the Avion AST Real Property are contaminated where such contamination could, if it migrated to a AST Real Property, have a Material Subsidiaries Adverse Effect on that AST Real Property; (v) AST has not transported, removed or any renewal, modification, revocation, reassurance, alteration, transfer or amendment disposed 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 waste to a location outside of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective DateU.S.; (vi) Avion and there are no contaminants located in the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; andground or in groundwater under any of the AST Real Properties; (vii) AST has not been required by any governmental entity to: (A) alter any of the AST Real Properties in a Material way in order to be in compliance with environmental laws or regulations, 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 Material licenses which are required under applicable Environmental Laws in connection with the conduct of the business or operations of AST. Each of such 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 environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the knowledge of AvionAST, Avion and the Avion Material Subsidiaries are not subject threatened by any governmental or regulatory authority with respect to any past alleged failure by AST to have any license required under applicable Environmental Laws in connection with the conduct of their business or present factoperations of AST or with respect to any generation, condition treatment, storage, recycling, transportation, discharge, disposal or circumstance that release of any Hazardous Material generated by AST, and to the knowledge of the AST Parties, there are no facts or circumstances in existence, which could reasonably be expected to result in liability 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 Environmental Laws that would individually comparable foreign Law; and, without limiting the foregoing, (i) no polychlorinated biphenyl is or has 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 aggregatecases of clauses (i) through (iv), constitute an Avion 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 Hazardous Material Adverse Effectto 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 environmental Claims against AST. (D) No Hazardous Material generated by AST has been recycled, treated, stored, disposed of or released by AST at any location. (E) No written notification of a release of a Hazardous Material has been filed by or on behalf of AST and no site or facility now or previously owned, operated or leased by AST is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up. (F) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, or that are in the possession of, AST in relation to any site or facility now or previously owned, operated or leased by AST which have not been delivered to eLandia prior to the execution of this Agreement.

Environmental. Except for any matters that, individually or as described in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse EffectSchedule 4.19: (i1) all facilities and operations of Avion Holdco, the Company and the Avion Material Subsidiaries have been conducted, complied and are now, in compliance with all applicable Environmental Laws; (ii) Avion Laws other than violations which would not have a Material Adverse Effect and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance that that, to the Vendors' knowledge, could reasonably be expected to result in any liability of Holdco, the Company or any of the Subsidiaries under any applicable Environmental Laws that which would individually or in the aggregate, constitute an Avion have a Material Adverse Effect; (2) Holdco, the Company and the Subsidiaries have obtained all material Environmental Permits required for the operation of the 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 used or permitted to be used any of its past or present properties (including the Real Property and the Leased Property) or facilities to generate, use, dispose of or handle any material quantities of Hazardous Substance except in compliance with Environmental Laws or where non-compliance would not have a Material Adverse Effect; (4) none of Holdco, the Company or any of the Subsidiaries has received in the three years preceding the date hereof any written notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law. In the ten years preceding the date of this Agreement: (i) none of Holdco, the Company or any 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, (ii) there have been no orders or directions of Environmental Authorities 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 Substance; (5) except in compliance with Environmental Laws or as would not have a Material Adverse Effect, none of Holdco, the Company or any of the Subsidiaries has caused, allowed or permitted, or has any knowledge of, the release into the environment, in any manner whatsoever, or the presence of any Hazardous Substance on, under, around or from any of its past or present properties (including the Real Property and the Leased Property), assets or facilities. All Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries or resulting from the Business have been disposed of, treated and 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 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 obtain any Environmental Permit as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for those requirements described in section (f) of Schedule 4.

Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected With respect to have an Avion Material Adverse Effectenvironmental matters: (i) all facilities and operations of Avion and other than as set out in Schedule F, the Avion Material Subsidiaries Vendor has not received any notice that the Purchased Assets are or have been conducted, and are now, used in non-compliance with all Environmental Laws and, to the Vendor’s Knowledge, since May 25, 2004 no event has occurred that would result in such non-compliance with Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are Vendor has not used or permitted to be used, except in possession compliance with all Environmental Laws, the Property to generate, manufacture, process, distribute, use, treat, store, dispose of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted;transport or handle any Hazardous Substance. (iii) 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 in each case to the operations and business of Avion and to the Avion Material Subsidiaries except as disclosed in Vendor’s Knowledge, since May 25, 2004 no Hazardous Substance has been present, at, on, in, under or near the Avion Public Documents Property exceeding levels permitted under Environmental Laws, nor is any Hazardous Substance being, nor has any Hazardous Substance been from such date, Released at, on, in, under or near the Property exceeding levels permitted under Environmental Laws, and, to since May 25, 2004, no part of the knowledge of Avion, there Property has been or is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future being used as a result of any activity in respect of such property, interests, rights, operations and businesslandfill or waste site; (iv) neither Avion nor any other than as set out in Schedule F, to the Vendor’s Knowledge there are no licences, permits, approvals, consents, certificates, registrations or other authorizations under Environmental Laws required in respect of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive Property which relates to environmental, health or safety matters, have not been obtained and which may require any material work, repairs, construction or expendituresmaintained in good standing; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of Vendor has never been prosecuted for non‑compliance with any Environmental Permits held by Avion or Laws, nor has the Vendor settled any allegation of the Avion Material Subsidiaries or non‑compliance with any renewal, modification, revocation, reassurance, alteration, transfer or amendment Environmental Laws short 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 Avion or any of the Avion Material Subsidiaries following the Effective Dateprosecution; (vi) Avion other than as set out in Schedule F, to the Vendor’s Knowledge there is no pending or threatened action, investigation, proceeding, notice, order, direction, judgment, claim, request for information, complaint, demand, administrative inquiry, or penalty under or in respect of any Environmental Laws and relating to or affecting the Avion Material Subsidiaries have Vendor or the Property that, (A) alleges a violation by or liability pursuant to any Environmental Laws, (B) results from the presence or Release of any Hazardous Substance, (C) requires any work, repairs or construction or capital expenditures to be made to or with respect to any of the Property, nor (D) could otherwise impede the development, ownership or operation of the Property; (vii) the Vendor has delivered or made available to Endeavour the Purchaser true and complete copies of all written communications of a material auditsnature dated prior to the date hereof between the Vendor and any Governmental Authority under or relating to any Environmental Laws and pertaining to the Property or the Purchased Assets, assessmentsif any, investigation reportsand will deliver or make available to the Purchaser forthwith any such written communications received by the Vendor after the date hereof and prior to the Closing; (viii) to the Vendor’s Knowledge, studiessince May 25, plans2004 there have been no events, regulatory correspondence and similar information conditions, or circumstances that could form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any Person or Governmental Authority for which the Vendor could be held liable, with respect to environmental mattersany Hazardous Substances relating to or affecting the Property; (ix) since May 25, 2004 the Vendor has not installed, deposited or placed, (A) any underground or surface storage tanks or petroleum based substances in or on the soil or subsoil of the Lands or in the ground water exceeding, in the case of petroleum based substances, levels permitted under Environmental Laws, (B) any urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls or radioactive substances on or in the Property exceeding levels permitted under Environmental Laws; and (viix) to the knowledge Vendor’s Knowledge there are no environmental diligence reports, environmental impact assessments, or any other environmental reports including consultant reports and other materials relating to the Property other than the Environmental Reports, a complete copy of Avion, Avion and each of which has been delivered to the Avion 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 aggregate, constitute an Avion Material Adverse Effect.Purchaser;

Environmental. Except for any matters that, individually or as set forth in Section 2.23 of the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse EffectDisclosure Schedule: (ia) all facilities To the knowledge of the Company, there are no underground tanks and operations related pipes regardless of Avion their use or purpose whether active or abandoned at the Real Property. (b) To the knowledge of the Company, there is no asbestos or crystalline silica nor any asbestos or crystalline silica-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property and the Avion Material Subsidiaries have been conductedCompany does not sell and has not sold any product containing crystalline silica or that utilizes or incorporates crystalline silica containing materials in any way; provided, however, that this sentence as it relates to crystalline silica is not applicable to the sieves that are incorporated into the Company’s products. The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos containing materials in any way. (c) The Company and the Company Subsidiary are presently, and are nowfor the past five years has been, in compliance in all material respects with all Environmental Laws;Laws applicable to the Real Property, formerly owned, leased or operated locations of the business, and to the Company’s and the Company Subsidiary’s business operations, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or the Company Subsidiary pursuant to any Environmental Law or that could be the basis for any Liability of any kind for the Company or the Company Subsidiary pursuant to any Environmental Law. (iid) Avion and Neither the Avion Material Subsidiaries are in possession ofCompany nor the Company Subsidiary has generated, and in compliance withmanufactured, all Environmental Permits that are required to ownrefined, lease and operate transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Avion Real Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used leased or otherwise controlled operated property, interests except in compliance in all material respects with all applicable Environmental Laws; there has been no Release or Threat of Release of any Hazardous Material at the Real Property that requires reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or the Company Subsidiary pursuant to any Environmental Law; and rights there has been no Release or relating to Threat of Release of any Hazardous Material by the operations and business of Avion and Company, the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andCompany Subsidiary or, to the knowledge of Avionthe Company, there is no basis for by any such obligationsother Person, demandsat property formerly owned or leased by the Company or the Company Subsidiary that requires reporting, noticesinvestigation, work orders assessment, cleanup, remediation or liabilities any other type of response action by the Company or the Company Subsidiary pursuant to arise in any Environmental Law. (e) Neither the future as a result Company nor the Company Subsidiary has (i) entered into or been subject to any consent decree, compliance order or administrative order relating to obligations under any Environmental Law; (ii) received notice under the citizen suit provisions of any activity in Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or complaint or claim with respect of such property, interests, rights, operations and business; to any Environmental Condition; or (iv) neither Avion been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (i) There currently are effective all Permits required under any Environmental Law that are necessary for the Company’s or the Company Subsidiary’s activities and operations at the Real Property and for the Company’s or the Company Subsidiary’s business operations in all material respects (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) the Company and the Company Subsidiary are and have been for the past five years in compliance in all material respects with the terms and conditions of such Permits. (g) Neither the Company nor any of the Avion Material Subsidiaries is Company Subsidiary has assumed, undertaken, agreed to indemnify or otherwise become subject to any proceedingLiability of any other Person relating to or arising from any Environmental Law except for indemnifications given by the Company or the Company Subsidiary, applicationin its capacity as lessee under the Real Property Leases, order holding applicable lessors harmless from any violation of Environmental Law committed by the Company or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;the Company Subsidiary in its capacity as lessee. (vh) to To the knowledge of Avionthe Company, there are no changes in the status, terms Real Property will not require a material capital expenditure or conditions of annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLaw. (i) The Company has delivered, or any review bycaused to be delivered, to the Buyer copies of all documents, records and information in its possession or approval ofcontrol concerning Environmental Conditions, any Governmental Entity of such including previously conducted environmental approvalssite assessments, 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material compliance audits, assessmentsasbestos surveys and documents regarding any Release of Hazardous Materials at, investigation reportsupon or from the Real Property or formerly owned or leased property, studies, plans, regulatory correspondence spill control plans and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion agency reports and the Avion 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 aggregate, constitute an Avion Material Adverse Effectcorrespondence.

Environmental. Except for (a) The Vendor, in respect of the Purchased Business and the Purchased Assets, has been and is in compliance with all applicable federal, provincial, municipal and local laws, statutes, ordinances, by-laws and regulations, and others, directives and decisions rendered by any matters thatministry, individually department or in administrative or regulatory agency ("Environmental Laws") relating to the aggregateprotection of the environment, would not have occupational health and safety or would not reasonably be expected to have an Avion Material Adverse Effect: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"). (ib) The Vendor has obtained all facilities licences, permits, approvals, consents, certificates, registration and operations other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of Avion the Purchased Business, all of which are described in Schedule 8. Each Environmental Permit is valid, subsisting and in good standing, and the Avion Material Subsidiaries have been conductedVendor 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, and are nowin connection with the Purchased Business, has not used or permitted to be used, except in compliance with all Environmental Laws;, 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. (iid) Avion and No building, structure or improvement located on the Avion Material Subsidiaries are in possession ofReal Property or Leased Property is or ever has been insulated with urea formaldehyde insulation, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted;nor do such buildings or structures contain any aluminum wiring or friable asbestos or any other substance containing asbestos. (iiie) 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 environmentalorders or directions relating to environmental matters requiring any work, reclamation repairs or closure obligation, demand, notice, work order construction or other liabilities presently exist capital expenditures to be made with respect to any portion the Purchased Business or the Purchased Assets, nor has the Vendor received notice of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;same. (vf) to The Vendor has not caused or permitted, nor does it have any knowledge of, the knowledge of Avionrelease, there are no changes in the statusany manner whatsoever, terms or conditions of any Environmental Permits held by Avion Hazardous Substance on or from any of its properties or assets (including any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Property) utilized in the Purchased Business, or any review by, such release on or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required from a facility owned or operated by third parties but with respect to which the Vendor in connection with the execution Purchased Business is or delivery of this Agreementmay reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the Purchased Business have been disposed of, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date;treated and stored in compliance with all Environmental Laws. (vig) Avion and The Vendor has not received any notice that the Avion Material Subsidiaries have made available to Endeavour all material auditsVendor is potentially responsible for a federal, assessmentsprovincial, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past municipal or present fact, condition local clean-up site or circumstance that could reasonably be expected to result in liability corrective action under any Environmental Laws that would individually in connection with the 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 in local inquiries as to disposal sites. (h) The Vendor has delivered to the aggregatePurchaser a true and complete copy of all environmental audits, constitute an Avion Material Adverse Effectevaluations, assessments, studies or tests relating to the Purchased Business or Purchased Assets of which it is aware.

Environmental. Except Following the 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 matters or all of the Real Property, including the Studio Site and the Tower Site (collectively, the "Environmental Assessments"). Seller shall cooperate, and shall use reasonable efforts to ensure that any other person in control of any of the Real Property, including the 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 (30) days, after the date hereof, it being understood that, individually or in so long as the aggregateinitial Environmental Assessment for a piece of property has been ordered within such time, would any follow-up Environmental Assessments need not have or would be ordered within such time. Delivery of the Environmental Assessments to Buyer shall not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations relieve Seller of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist any obligation with respect to any portion representation, warranty or covenant of Seller herein or waive any currently or formerly ownedcondition to Buyer's obligations herein. If any Environmental Assessment, leasedincluding any follow-up Environmental Assessment, used or otherwise controlled propertyreveals the existence of Environmental Noncompliance (defined as any condition inconsistent with Section 2.15 hereof), interests and rights or relating Buyer shall have the right to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andterminate this Agreement, exercisable by giving written notice thereof to the knowledge of Avion, 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; Seller within fifteen (iv15) neither Avion nor any days of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions receipt by Buyer of any Environmental Permits held Assessment, or within such longer period as is reasonable in the event further Environmental Assessments are ordered, specifying the nature of the Environmental Noncompliance revealed by Avion the Environmental Assessments and the 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 the Closing will otherwise take place in the manner and at the time provided for herein. In the event that the cost of remedying the Environmental Noncompliance will exceed Two Hundred Fifty Thousand Dollars ($250,000), this Agreement shall terminate unless Buyer agrees to be responsible for the remediation costs in excess of Two Hundred Fifty Thousand Dollars ($250,000), in which event the Closing will take place with a reduction of the Purchase Price in the amount of 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 otherwise in this Agreement shall be construed as creating any third-party beneficiaries or any of other rights in parties other than the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectparties hereto.

Environmental. Except for any matters that(a) (i) Seller, individually or 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 aggregate, would not have or would ordinary course of the Business and as could not reasonably be expected to have an Avion a Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries , no Hazardous Substances are present at or have been conductedReleased or, to the Knowledge of Parent and are nowSeller, in compliance with all Environmental Laws; threatened to be Released from, onto or under any of the properties (ii) Avion and the Avion Material Subsidiaries are in possession ofincluding, and in compliance withwithout limitation, all Environmental Permits that are required to ownsoils, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmentalgroundwater, reclamation or closure obligationsurface water, demand, notice, work order buildings or other liabilities presently exist with respect to any portion of any structures) currently or formerly owned, leased, used operated or otherwise controlled propertyused by Seller or the Business, interests and rights (iii) none of Seller or relating to the operations and business 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andor liable under any Environmental Law, to the knowledge of Avion, 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 Avion nor any none of Seller or Parent in connection with the Avion Material Subsidiaries is Business, the Transferred Assets or the Business are subject to any proceedingorder, applicationdecree, order injunction or other directive which relates of any Governmental Authority and none of Seller or Parent in connection with the conduct of the Business, the Transferred Assets or the Business are subject to environmentalany indemnity or other agreement with any Person or entity relating to Hazardous Substances, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms circumstances or conditions of involving Seller or Parent in connection with the Business, the Transferred Assets or the Business, any Environmental Permits held assets (including, without limitation, real property) or businesses previously owned, leased, operated or otherwise used by Avion Seller or Parent, or any of the Avion Material Subsidiaries assets (including, without limitation, real property) or any renewal, modification, revocation, reassurance, alteration, transfer or amendment businesses of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity predecessors of such environmental approvals, consents, waivers, permits, orders and exemptions that are required Seller in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion Material Subsidiaries are not subject to any past or present fact, condition or circumstance Business that could reasonably be expected to result in liability any restriction on the ownership, use or transfer of any of the Transferred Assets arising under or pursuant to any Environmental 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 or 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 Business or the Transferred Assets or the compliance of Seller, the Business or the Transferred Assets with Environmental Laws; (C) documentation, if applicable, showing the compliance of Seller with any material financial responsibility requirements of any applicable Environmental Law in connection with the Business or the Transferred Assets; and (D) documentation, if applicable, demonstrating the compliance of Seller with any applicable Environmental Laws that would individually condition, restrict, or in prohibit the aggregatetransfer, constitute an Avion Material Adverse Effectsale, lease, assignment or closure of any of the Business or the Transferred Assets, including, without limitation, any so-called “environmental property transfer laws.” (b) As used herein, the term “Environmental Law” means any Law relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, Release or threatened Release of any Hazardous Substance.

Environmental. (a) Except for any matters thatas set forth in Schedule 4.22(a), individually or Sirius has been and is in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in material compliance with all Environmental Laws;, and the Seller Parties are not aware of any facts, circumstances, or conditions that would require significant capital expenditures to maintain compliance in the future. (iib) Avion Sirius has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the Avion Material Subsidiaries “Environmental Permits”) required for the operation of its business, all of which are listed in possession ofSchedule 4.22(b). Except as set forth in Schedule 4.22(b), each Environmental Permit is valid and in good standing, and in compliance with, all Environmental Permits that are any renewal application required to ownkeep each Environmental Permit in effect has been timely filed, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation Sirius is not in default or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion breach of any currently or formerly ownedEnvironmental Permit, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andno proceeding is pending or, to the knowledge of AvionSellers, there is no basis for any such obligationsthreatened to revoke, demandsdeny, notices, work orders condition or liabilities to arise in limit the future as a result renewal of any activity in respect of such property, interests, rights, operations and business;Environmental Permit. (ivc) neither Avion nor Except as set forth in Schedule 4.22(c), Sirius has not used or expressly permitted to be used, except in material compliance with all Environmental Laws in effect at the time, any of the Avion Material Subsidiaries is subject its currently or formerly owned or leased properties, facilities or Vessels to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle 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;Hazardous Material. (vd) Except as set forth in Schedule 4.22(d), Sirius has not received any notice of nor been prosecuted for an offense alleging, non-compliance with or liability under any Environmental Law or requesting information with respect to the knowledge of Avionan investigation pursuant to CERCLA, or any foreign or state counterpart thereto, or any other Environmental Law. Except as set forth in Schedule 4.22(d), there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, outstanding 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information requiring Remedial Actions with respect to environmental matters; and (vii) to the knowledge businesses or currently or formerly owned or leased properties of AvionSirius, Avion and the Avion Material Subsidiaries are not subject to nor is Seller aware of any past or present fact, condition or circumstance that could reasonably be expected to result require Remedial Actions. (e) To the knowledge of Sellers and except as disclosed in Schedule 4.22(e), there are no pending or proposed changes to any Environmental Law that would render illegal or restrict any service provided by Sirius, or require significant capital expenditures by the owner or operator of the assets of Sirius to achieve or maintain compliance. (f) Except as set forth in Schedule 4.22(f), and except in compliance with all Environmental Laws, there has been no Release of any Hazardous Material on, into, under, or from Sirius’s currently or formerly owned or leased properties, facilities, Vessels or other assets that could reasonably be expected to require Remedial Actions. All Hazardous Materials used in whole or in part by Sirius or resulting from its business have been disposed of, treated, transported and stored in compliance with all Environmental Laws. Schedule 4.22(f) lists the names and business addresses of the facilities or enterprises used by Sirius for the offsite disposal or treatment of Hazardous Materials during the preceding five (5) years. (g) Except as disclosed in Schedule 4.22(g), there is not now, and to the knowledge of Sellers, there has never been, on or in any currently or formerly owned or leased properties, facilities, Vessels or other assets, any of the following: (i) any underground storage tanks; (ii) any landfills, dumps, or surface impoundments; (iii) any Remedial Action; and (iv) any asbestos-containing materials. (h) Sirius has not received any notice that it is potentially responsible for a federal, provincial, municipal, local or other clean-up site or other corrective action under any Environmental Laws. Sirius has not received any request for information in connection with an inquiry from any Governmental Body with respect to its use of any disposal sites. (i) No judicial or administrative proceedings are pending or, to the knowledge of Sellers, threatened against Sirius alleging the violation of or seeking to impose liability pursuant to any Environmental Law and there are no investigations pending or, to the knowledge of Sellers, threatened against Sirius under any Environmental Law (j) Sellers have made available to Buyer true and complete copies of all environmental and health and safety related audits, evaluations, investigations assessments, studies, sampling or similar reports, or tests in Sirius’ custody or control relating to Sirius or any of its currently or formerly owned or leased properties, facilities, Vessels or other assets. (k) Sirius has timely made all filings and timely submitted all reports required under any Environmental Laws. (l) Except as set forth in Schedule 4.22(l), no Hazardous Material is required to be removed, encapsulated or abated, and no Remedial Action is otherwise required under any Environmental Laws, with respect to any currently and to the knowledge of Sellers, formerly owned or leased property, Vessel, facility or other asset of Sirius. Except as set forth in Schedule 4.22(l), Sirius has no liability for the exposure of employees or third parties to Hazardous Materials. (m) Except as set forth in Schedule 4.22(m), Sirius is not required under any Environmental Laws that would individually by virtue of the transactions set forth herein and contemplated hereby, or in as a condition to the aggregateeffectiveness of any transactions contemplated hereby, constitute an Avion Material Adverse Effect(i) to perform a site assessment of Hazardous Materials, (ii) to remove or remediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Body (other than as necessary to transfer, or to allow Buyer to operate under, Environmental Permits required under Environmental Laws), or (iv) to record or deliver to any person or entity (other than Buyer) any disclosure document or statement pertaining to environmental matters.

Environmental. (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 matters thatEnvironmental Claim Seller has or may have retained or assumed either contractually or by operation of law. (c) There are no past or present actions, individually activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any 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 aggregategenerality of the foregoing, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities on-site and operations off-site locations where Seller has stored, disposed of Avion or arranged for the disposal of Hazardous Materials, including, but not limited to the environmental lab previously operated by Seller and known as the Avion Material Subsidiaries have been conducted"Main Lab," are identified in SCHEDULE 11.9 (D), and are now, in compliance with all Environmental Laws; (ii) Avion all underground storage tanks, and the Avion Material Subsidiaries capacity and contents of such tanks, located on property owned or leased by Seller are identified in possession ofSCHEDULE 11.9(D), and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed set forth in the Avion Public Documents and, to the knowledge of AvionSCHEDULE 11.9(D), there is no basis for any such obligations, demands, notices, work orders asbestos contained in or liabilities to arise in the future as a result forming part of any activity in respect of such propertybuilding, interestsbuilding component, rightsstructure or office space owned or leased by Seller, operations and business; (iv) neither Avion nor except as set forth in SCHEDULE 11.9(D), no polychlorinated biphenyls (PCB's) are used or stored at any of the Avion Material Subsidiaries is subject to any proceeding, application, order property owned or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;leased by Seller. (ve) to Seller has maintained continuous insurance coverage for pollution Liabilities, as well as errors and omissions insurance coverage at all times during which it has operated the knowledge of AvionBusiness, there are no changes as set forth in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effect.SCHEDULE 11.9(E). -49-

Environmental. Except 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 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 matters thatexisting or new item, individually fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any material respect (collectively, the aggregate"REPRESENTATION MATTER"), would not 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 Property, then Buyer shall have or would not reasonably be expected the right to have an Avion Material Adverse Effect: terminate this Agreement and obtain a refund of the Deposit by providing written notice thereof to Seller no later than the earlier of (i) all facilities and operations five (5) business days after Buyer learns or is notified of Avion and the Avion Material Subsidiaries have been conductedsuch Representation Matter, and are now, in compliance with all Environmental Laws; or (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating prior to the operations and business 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 Avion and the Avion Material Subsidiaries control of Seller or (b) otherwise permitted under this Agreement. Upon such termination, neither party hereunder shall have any further obligations or liabilities under this Agreement except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 specifically set forth herein. If Buyer does not timely terminate this Agreement, then Seller's representations and warranties shall be automatically limited to account for the consummation Representation Matter, Buyer shall be deemed to have waived Buyer's right to pursue any remedy for breach of the transactions contemplated herein representation or the continuation warranty made untrue on account of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion such Representation Matter, and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) parties shall proceed to the knowledge Close of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectEscrow.

Environmental. Except for The Business has complied during the three-year period ending on the date hereof with all Environmental Laws applicable to it, including all permits or licenses issued by any matters thatgovernmental agency that are required by Environmental Laws, individually or in except to the aggregate, extent noncompliance would not have or would not reasonably be expected to have an Avion a Material Adverse Effect: . Except as specifically set forth on Schedule 5(l) hereto: (i) all facilities and operations Seller has not received written notice of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist liability with respect to any portion Release of Hazardous Materials at any property owned, operated or leased by the Business or at or any 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 currently actual or formerly ownedalleged violation of or liability under Environmental Laws or any judicial, leasedadministrative or arbitral proceeding pending or threatened against it under any applicable Environmental Laws, used which violation, liability or otherwise controlled property, interests and rights proceeding has not been resolved; (iii) Seller has not entered into any consent decree or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed other agreement in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result settlement of any activity in respect alleged violation of such propertyor liability under any applicable Environmental Law, interests, rights, operations and business; under which decree or agreement the Business has any material unfulfilled obligations; (iv) neither Avion nor 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 such property or 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 the Avion Material Subsidiaries is subject any liabilities (contingent or otherwise) 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 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; Environmental Laws; (v) to the knowledge of AvionSeller, there are no changes in the statusSeller has not assumed, terms undertaken, or conditions otherwise become subject to any liability, including without limitation any obligation for corrective or remedial action, of any Environmental Permits held by Avion 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, and any of the Avion Material Subsidiaries past or any renewalcurrent properties, modificationfacilities or operations, revocationin each case, reassurance, alteration, transfer which are in its possession 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 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 consummation of the transactions contemplated herein indoor or the continuation of the business of Avion outdoor environment, soil, surface or ground water, or property; “Hazardous Materials” means pollutants, contaminants or chemicals, and any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material auditsindustrial, assessmentstoxic or otherwise hazardous materials, investigation reports, studies, plans, regulatory correspondence and similar information substances or wastes with respect to environmental matters; and (vii) to the knowledge which liability or standards of Avion, Avion and the Avion Material Subsidiaries conduct are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability imposed under any Environmental Laws that would individually Laws, including, without limitation, petroleum and petroleum-related substances, products, by-products and wastes, asbestos and urea formaldehyde; and “Environmental Laws” means any applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or in instrumentality, domestic or foreign relating to protection of human health or the aggregateenvironment or otherwise related to hazardous substances, constitute an Avion Material Adverse Effectincluding contamination therefrom.

Environmental. Except for (a) To the 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 matters thatasbestos-containing materials used in, individually applied to or in any way incorporated in any building, structure or other form of improvement on the aggregate, would Real Property. The Seller does not have sell or would lease and has not reasonably be expected to have an Avion Material Adverse Effect:sold or leased any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (ic) all facilities The Seller is presently and operations of Avion and for the Avion Material Subsidiaries have past five (5) years has been conducted, and are now, 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 kind pursuant to any Environmental Law. (d) The Seller has not used, generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at, under or upon the Real Property or formerly owned, leased or operated property, except in compliance with all applicable Environmental Laws;; there has been no Release or Threat of Release of any Hazardous Material at, under or in the vicinity of the Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and 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 Seller that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Seller pursuant to any Environmental 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 Real Property or formerly owned, leased or operated property of the Business; (ii) Avion and received notice under the Avion Material Subsidiaries are in possession of, and in compliance with, all citizen suit provisions of any Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Law; (iii) no environmental, reclamation or closure obligation, demandreceived any request for information, notice, work order demand letter, administrative inquiry or other liabilities presently exist formal or informal complaint or claim with respect to any portion Environmental Condition; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law that are necessary for the Seller’s activities and operations at the Real Property and for the operation of the Business; (ii) any currently 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 formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion conditions. (g) The Real Property and the Avion Material Subsidiaries except as disclosed in Business will not require a material capital expenditure or annual operating expense increase during the Avion Public Documents andone year following the Closing Date to achieve compliance with any Environmental Law. (h) The Seller has delivered, or caused to be delivered, to the knowledge Buyer copies of Avionall documents, there is no basis for records and information in 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 such obligationsRelease of Hazardous Materials at, demands, notices, work orders upon or liabilities to arise in from the future as a result of any activity in respect of such Real Property or formerly owned or leased property, interests, rights, operations spill control plans and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, environmental agency reports and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectcorrespondence.

Environmental. Except Ikona has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of Ikona, no real property (or the subsurface soil and the ground water thereunder) now or previously leased by Ikona (the "Leased Premises") either contains any matters thatHazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of Ikona, individually there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Leased Premises, now or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawspast; (iic) Avion and Ikona 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 Avion Material Subsidiaries are presence, release, threat of release, placement on or in possession ofthe Leased Premises, and in compliance withor the generation, all Environmental Permits that are required to owntransportation, lease and operate storage, treatment or disposal at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLeased Premises, of any Hazardous Substance; (iiid) Ikona has not received any written notice and has no environmentalknowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, reclamation or closure obligationis investigating the possibility, demandthat there is or has been any presence, noticerelease, work order threat of release, placement on or other liabilities presently exist with respect to in the Leased Premises, or any portion generation, transportation, storage, treatment or disposal at the Leased Premises, of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Substance; (ive) neither Avion nor To the Best Knowledge of Ikona, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Avion Material Subsidiaries is subject to Leased Premises and any proceeding, application, order present or directive which relates to environmental, health former occupant or safety matters, and which may require tenant of the Leased Premises) relating in any material work, repairs, construction or expenditures; (v) way to the knowledge presence, release, threat of Avionrelease, there are no changes placement on or in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Premises, or any review bygeneration, transportation, storage, treatment or approval ofdisposal at the Leased Premises, of any Governmental Entity of such environmental approvalsHazardous Substance. Ikona further agrees and covenants that Ikona will not store or deposit on, consents, waivers, permits, orders and exemptions that are required in connection with the execution otherwise release or delivery of this Agreementbring onto or beneath, the consummation of Leased Premises any Hazardous Substance prior to the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Closing Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to the knowledge Ikona's Best Knowledge, threatened, against Ikona, and Ikona knows of Avion, Avion and the Avion Material Subsidiaries are not subject no facts or circumstances which might give rise to any past future litigation, proceeding, citizen's suit or present factgovernmental or other investigation, condition or circumstance that could reasonably be expected which relate to result in liability under any Environmental Laws that would individually or in the aggregateIkona's compliance with environmental laws, constitute an Avion Material Adverse Effectregulations, rules, guidelines and ordinances.

Environmental. Except for any matters thatLandlord represents and warrants that it and, individually during Landlord's ownership, its tenants, have, prior to the 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 in the aggregateenvironment (“Applicable Environmental Laws”), would not have or would not reasonably be expected to have an Avion Material Adverse Effect: including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (i“CERCLA”) all facilities and operations of Avion and the Avion Material Subsidiaries have been conductedResource Conservation and Recovery Act (“RCRA”), as each of the foregoing may be amended from time to time. Tenant, and are nowits agents, contractors, employees and invitees, shall comply strictly and in compliance all respects with all the Applicable Environmental Laws; (ii) Avion , including without limitation CERCLA and RCRA, as each of the Avion Material Subsidiaries are in possession offoregoing 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 other party, and in compliance withits heirs, legal representatives, successors and assigns, from any and all Environmental Permits that are required liabilities, assessments, suits, damages, costs and expenses, attorneys’ fees and judgments related to own, lease and operate or arising out of (a) the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion breach of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries agreements 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 subject 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 proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any action of the Avion Material Subsidiaries or any renewalindemnifying party; provided however, modificationas between Landlord and Tenant, 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 any such indemnification arising out of any event occurring after the execution Commencement Date, unless the event can be shown to be the action or delivery omission of the Landlord, the Tenant shall indemnify the Landlord in connection therewith. The covenants and agreements of Tenant under this section shall survive the expiration or termination of this AgreementLease. As used in this Lease, the consummation 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 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 transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available foregoing may be amended from time to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effecttime.

Environmental. Except for any The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters thatare those contained in this Section 5.10, individually and none of the 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, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the aggregateforegoing. All such matters are governed exclusively by this Section 5.10 and by Articles II and IX. (a) Except as set forth on Schedule 5.10(a)-1, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: Seller’s Knowledge, (i) Seller presently possesses all facilities and operations of Avion and Environmental Permits necessary to operate the Avion Material Subsidiaries have been conductedBusiness as it is currently being operated, and are now, in compliance with all Environmental Laws; (ii) Avion the Purchased Assets and the Avion Material Subsidiaries Business are in possession ofcompliance, and in compliance withall material respects, all with the requirements of such Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion Environmental Laws. Schedule 5.10(a)-2 sets forth a list of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any all material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion Seller for the operation of the Business. (b) Except as set forth on Schedule 5.10(b), to Seller’s Knowledge, neither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Avion Material Subsidiaries Business or any renewalthe Purchased Assets arising under Environmental Laws. (c) Except as set forth on Schedule 5.10(c), modification(i) to Seller’s Knowledge, revocationthere is and has been no Release from, reassurancein, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionson, or any review bybeneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. (d) Seller has advised Buyer of the existence of, 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour Buyer, all material audits, assessments, investigation reportscorrespondence, studies, plansaudits, regulatory correspondence reviews, investigations, analyses, and similar information with respect to reports on material environmental matters; and (vii) matters relating to the knowledge of Avion, Avion and Purchased Assets or the Avion Material Subsidiaries Business that 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 aggregate, constitute an Avion Material Adverse Effectpossession or reasonable control of Seller.

Environmental. Except for Sublessee agrees not to cause or permit any matters that“Hazardous Materials” as defined in this Sublease to be brought upon, individually stored, used, handled, generated, released or disposed of on, in, under or about the Premises by Sublessee, its agents, employees, subtenants, assignees, licensees, contractors or invitees (collectively, “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 (30) 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 aggregateimmediately preceding sentence, would not have Sublessee shall deliver to Sublessor a list identifying each type of Hazardous Material (other than Customary Office Materials used in accordance with Applicable Legal Requirements ), including the types and amounts, being or would not reasonably to be expected generated, produced, brought upon, used, stored, 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 have an Avion Material Adverse Effect: (i) 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 facilities 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 operations of Avion 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 Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation Premises 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 Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held thereof by Avion Sublessee or any of the Avion Material Subsidiaries 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 any renewalresult from the presence of Hazardous Materials on, modificationin, revocation, reassurance, alteration, transfer under or amendment of any such environmental approvals, consents, waivers, permits, orders about the Premises and exemptions, which are caused 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 Avion permitted by Sublessee or any of the Avion Material Subsidiaries following Sublessee’s Parties. Sublessee agrees to promptly notify Sublessor of any release of Hazardous Materials in the Effective Date; 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 (vi24) Avion 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 the terms of this Sublease regarding Hazardous Materials. As used in this Sublease, the term “Hazardous Materials” shall mean and include any hazardous or toxic materials, substances or wastes as now or hereafter designated under any law, statute, ordinance, rule, regulation, order or ruling of any agency of the Avion Material Subsidiaries have made available Commonwealth of Massachusetts, the United States Government or any 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 earlier termination of this Sublease. This Section 18(W) shall be in addition to Endeavour the requirements of the Primary Lease regarding Hazardous Substances. Sublessee shall also comply with all material audits, assessments, investigation reports, studies, plans, regulatory correspondence of the obligations and similar information make all required disclosures with respect to environmental matters; and (vii) Hazardous Substances caused, permitted, generated or introduced by Sublessee or any of the Sublessee’s Parties as outlined in the Primary Lease. If any transportation to or from, or any storage, use or disposal of Hazardous Materials on or about, 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 knowledge of Avionair, Avion 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 the Avion Material Subsidiaries are not subject to hold Sublessee and ▇▇▇▇▇▇▇▇▇’s partners, shareholders, members, managers, officers, directors, agents, servants, and employees harmless from and against any past or present factand all claims, condition or circumstance that could reasonably be expected to result damages, losses, penalties, costs, expenses and fees (including reasonable attorneys’ fees) arising in liability under any Environmental Laws that would individually whole or in part out of any such occurrence. Such indemnity, defense, and hold harmless obligations of Sublessor shall survive the aggregateexpiration of the Term or earlier termination of this Sublease. For purposes of this Section 18(W), constitute an Avion Material Adverse Effectthe term “Premises” shall specifically be deemed to include the Sublessee Fire Control Area (defined in Section 18(CC) below) in addition to the loading dock areas utilized by Sublessee pursuant to Section 18(Y) below).

Environmental. Except There are no actions, proceedings or investigations pending before any environmental regulatory body, with respect to or threatened against or affecting ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries in respect to any “facility” owned, leased or operated by any of them (but excluding any “facility” as to which sole interest of ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries is that of a lienholder or mortgagee, but including any “facility” to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any “facility” in which ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility’s treatment of hazardous waste) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or under any Federal, state, local or municipal statue, ordinance or regulation in respect thereof, in connection with any release of any toxic or “hazardous substance”, pollutant or contaminant into the “environment” which, if adversely determined, (a) would require the payment by ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries and/or require ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries to incur expenses of more than $10,000 (whether or not covered by insurance) or (b) would otherwise have a material adverse effect on ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries, nor, to the knowledge of ▇▇▇▇▇ after reasonable inquiry, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries are a plaintiff or complainant. Neither ▇▇▇▇▇ nor the ▇▇▇▇▇ Subsidiaries are liable in any material respect under any applicable law for any matters thatrelease by either of them or for any release by any other “person” of a hazardous substance caused by the spilling, individually leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries liable for any material costs (as a result of the acts or omissions of ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries or, to the knowledge of ▇▇▇▇▇, as a result of the acts or omissions of any other “person”) of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body having jurisdiction over ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries to prevent or minimize any actual or threatened release by ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries of any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms, and defined in, CERCLA. To the knowledge of ▇▇▇▇▇, each “facility” owned, leased or operated by ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries (but excluding any “facility” as to which the sole interest of ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries is that of a lienholder or mortgagee, but including any “facility” to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any “facility” in which ▇▇▇▇▇ or the ▇▇▇▇▇ Subsidiaries ever participated in the aggregatefinancial management of such facility to a degree sufficient to influence, would not or have or would not reasonably be expected the ability to have an Avion Material Adverse Effect: (iinfluence, the facility’s treatment of hazardous waste) is, in all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are nowmaterial respects, in compliance with all Environmental Laws; (ii) Avion applicable Federal, state, local or municipal statutes, ordinances, laws and the Avion Material Subsidiaries are in possession ofregulations and all orders, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order rulings or other liabilities presently exist with respect to any portion decisions of any currently court, administrative agency or formerly owned, leased, used or otherwise controlled property, interests and rights or other governmental authority relating to the operations and business protection of Avion and the Avion Material Subsidiaries environment, except as disclosed in the Avion Public Documents and, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities extent a failure to arise in comply would not have a material adverse effect on the future as a result of any activity in respect of such property, interests, rightsbusiness, operations and business; (iv) neither Avion nor any financial condition of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion ▇▇▇▇▇ and the Avion Material ▇▇▇▇▇ Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effecttaken as a whole.

Environmental. Except for any matters Landlord hereby warrants and represents to the best of its knowledge that, individually except as set forth below, the Premises does not contain asbestos, PCB transformers, or 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 under federal, state or local law (the aforementioned 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, 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 the aggregate, would not have any way connected with or would not reasonably be expected alleged or claimed to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession arise out of, and result from or be in compliance withany way connected with (a) the use or occupancy of the Premises by the Landlord or any previous owner/occupant/user of the Premises, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to 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 currently or formerly owned, leased, used contamination is from adjacent properties or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any the actions of the Avion Material Subsidiaries Landlord, its agent or employees. Landlord understands that Tenant is subject 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 time and from time to any proceedingtime during the Term of the Lease, applicationshall have the right to conduct inspections, order tests, surveys and other studies for the purpose of identifying the existence in, on or directive which relates about the Premises of Hazardous Materials. It is understood, however, that Tenant shall have no obligation to environmentalmake such inspection, health or safety matterstests, surveys and which may require any material work, repairs, construction or expenditures; (v) 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 this Lease. All exceptions to the knowledge of Avionforegoing representations and warranties are listed below: None, there are no changes in except any matters revealed by the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectFirst Audit.

Environmental. Except for any matters thatas disclosed on Schedule 4.10 or otherwise affirmatively disclosed by Seller to Purchaser, individually or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) to Seller's knowledge, Seller is and at all facilities and operations times has been in compliance in all material respects with applicable Environmental Laws in connection with the conduct of Avion and Seller's business at the Avion Material Subsidiaries have been conductedTucson Facility, and are now, Seller has 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 all any Environmental Laws; Laws in connection with the conduct of its business at the Tucson Facility; (ii) Avion and the Avion Material Subsidiaries are in possession ofto 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, all with Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; Law; (iii) no environmentalto Seller's knowledge, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect Seller has not received any communications alleging that Seller is liable to any portion party (including, but not limited to, a governmental or regulatory body) as a result of any currently the release, spill, disposal or formerly owneddischarge of a Hazardous Substance into the environment at, leasedon or under the Tucson Facility or at a facility or location at which Seller has sent, used transported, disposed or otherwise controlled property, interests and rights or relating arranged for the disposal of Hazardous Substances from the Tucson Facility; (iv) to the operations and business Seller's knowledge, there have been no release, spill or discharge of Avion and Hazardous Substances into the Avion Material Subsidiaries except as disclosed in environment at, on or under the Avion Public Documents andTucson Facility; (v) there are no pending or, to the knowledge of AvionSeller, there is no basis for any such obligationsthreatened notices of deficiency, demandsnotices of violation, noticesinformation requests, work orders orders, or liabilities to arise in the future as a result of any activity in respect of such propertyjudicial or administrative actions involving alleged violations by Seller, interestsor Seller's employees, rightsagents, operations and business; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order contractors or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions invitees of any Environmental Permits held by Avion or any of Law at the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders Tucson Facility; 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion to Seller' knowledge, Seller has provided, or made available, to Purchaser with complete and the Avion Material Subsidiaries have made available to Endeavour accurate copies of all material audits, assessments, investigation reports, studies, planssurveys, regulatory correspondence and similar information material documents commissioned by Seller or in Seller's possession with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 non-compliance with Environmental Laws that would individually at the Tucson Facility, or in the aggregaterelease, constitute an Avion Material Adverse Effectspilling, disposal or discharge of Hazardous Substances into the environment at the Tucson Facility, within the last three years.

Environmental. Except as disclosed on Exhibit 9.24, Vairex has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of Vairex, no real property (or the subsurface soil and the ground water thereunder) now or previously leased by Vairex (the "Leased Premises") either contains any matters thatHazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (b) To the Best Knowledge of Vairex, individually there has been no generation, transportation, storage, treatment or disposal of any Hazardous Substance on or beneath the Leased Premises, now or in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion and the Avion Material Subsidiaries have been conducted, and are now, in compliance with all Environmental Lawspast; (iic) Avion and Vairex 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 Avion Material Subsidiaries are presence, release, threat of release, placement on or in possession ofthe Leased Premises, and in compliance withor the generation, all Environmental Permits that are required to owntransportation, lease and operate storage, treatment or disposal at the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conductedLeased Premises, of any Hazardous Substance; (iiid) Vairex has not received any written notice and has no environmentalknowledge that any Governmental Authority or any employee or agent thereof has determined or alleged, reclamation or closure obligationis investigating the possibility, demandthat there is or has been any presence, noticerelease, work order threat of release, placement on or other liabilities presently exist with respect to in the Leased Premises, or any portion generation, transportation, storage, treatment or disposal at the Leased Premises, of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessHazardous Substance; (ive) neither Avion nor To the Best Knowledge of Vairex, there have been no communications or agreements with any Governmental Authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Avion Material Subsidiaries is subject to Leased Premises and any proceeding, application, order present or directive which relates to environmental, health former occupant or safety matters, and which may require tenant of the Leased Premises) relating in any material work, repairs, construction or expenditures; (v) way to the knowledge presence, release, threat of Avionrelease, there are no changes placement on or in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion Material Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptionsLeased Premises, or any review bygeneration, transportation, storage, treatment or approval ofdisposal at the Leased Premises, of any Governmental Entity of such environmental approvalsHazardous Substance. Vairex further agrees and covenants that Vairex will not store or deposit on, consents, waivers, permits, orders and exemptions that are required in connection with the execution otherwise release or delivery of this Agreementbring onto or beneath, the consummation of Leased Premises any Hazardous Substance prior to the transactions contemplated herein or the continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Closing Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (viif) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to the knowledge Vairex's Best Knowledge, threatened, against Vairex, and Vairex knows of Avion, Avion and the Avion Material Subsidiaries are not subject no facts or circumstances which might give rise to any past future litigation, proceeding, citizen's suit or present factgovernmental or other investigation, condition or circumstance that could reasonably be expected which relate to result in liability under any Environmental Laws that would individually or in the aggregateVairex's compliance with environmental laws, constitute an Avion Material Adverse Effectregulations, rules, guidelines and ordinances.

Environmental. Except for To the best of Grantor's knowledge, without limitation of any matters thatof the foregoing, individually no asbestos, material containing asbestos which is or may become friable or material containing asbestos deemed hazardous by Applicable Laws has been installed in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse Effect: (i) all facilities and operations of Avion Mortgaged Property and the Avion Material Subsidiaries have been conductedMortgaged Property and Grantor are not in violation of or subject to any existing, pending or, to the best knowledge of Grantor, threatened investigation or inquiry by any governmental authority or to any remedial obligations under any Applicable Laws pertaining to health or the environment (such Applicable Laws as they now exist or are hereafter enacted and/or amended hereinafter sometimes collectively referred to as "Applicable Environmental Laws"), including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (collectively, together with any subsequent amendments hereinafter referred to as "CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (collectively, together with any subsequent amendments hereinafter called "RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Mortgaged Property and Grantor. Grantor has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Mortgaged Property by reason of any Applicable Environmental Laws. Grantor undertook, at the time of acquisition of the Mortgaged Property, all appropriate inquiry into the previous ownership and uses of the Mortgaged Property consistent with good commercial or customary practice to determine that the Mortgaged Property and the uses therefor are now, in compliance with all Applicable Environmental Laws; (ii) Avion . Grantor has taken all steps reasonably necessary to determine and has determined that no hazardous substances or solid wastes have been disposed of or otherwise released on or to the Mortgaged Property. The use which Grantor makes and intends to make of the Mortgaged Property will not result in the disposal or other release of any hazardous substance or solid waste on or to the Mortgaged Property. The terms "hazardous substance" and "release" as used in this Mortgage shall have the meanings specified in CERCLA, and the Avion Material Subsidiaries are terms "solid waste" and "disposal" (or "disposed") shall have the meanings specified in possession ofRCRA; provided, and in compliance with, all Environmental Permits that are required the event either CERCLA or RCRA is amended so as to own, lease and operate broaden the Avion Property and Avion Mineral Rights and to conduct their respective business as they are now being conducted; (iii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion meaning of any currently or formerly ownedterm defined thereby, leased, used or otherwise controlled property, interests and rights or relating then such broader meaning shall apply subsequent to the operations effective date of such amendment and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents andprovided further, to the knowledge of Avion, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in extent that the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) neither Avion nor any laws of the Avion Material Subsidiaries State of Texas establish a meaning for the terms "hazardous substance," "release," "solid waste," or "disposal" (or "disposed") which is subject to any proceedingbroader than that specified in either CERCLA or RCRA, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date; (vi) Avion and the Avion Material Subsidiaries have made available to Endeavour all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse Effectbroader meaning shall apply.

Environmental. This Section 3.15 is the exclusive 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) any Environmental Law, or (ii) any Order related to Environmental Matters, with respect to the ownership, use, condition or operation of the 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 matters thatother Person has used any of the F▇▇▇▇▇▇▇ Real Property for the handling, treatment, storage, or disposal of any Hazardous Substances in violation of any applicable Environmental Law. (b) No release, discharge, spillage or disposal of any Hazardous Substances is occurring or, to Seller's knowledge, has occurred at or from the F▇▇▇▇▇▇▇ Real Property or any part thereof in violation of applicable Environmental Law. (c) All waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by Seller at the F▇▇▇▇▇▇▇ Real Property has been released or disposed of in Material compliance with all applicable reporting requirements under any Environmental Laws and Seller is not aware of any 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, would not have or would not reasonably be expected to have an Avion 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 foregoing, (i) all facilities on-site and operations off-site locations where Seller has stored, disposed or arranged for the disposal of Avion and the Avion Material Subsidiaries have been conductedHazardous Substances, and are nowsince December 2002, in compliance with all Environmental Laws; (ii) Avion and the Avion Material Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and to conduct their respective business as they are 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 currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) to the knowledge of Avion, there are no changes in the status, terms or conditions of any Environmental Permits held by Avion or any of the Avion 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 ownership, use or delivery of this Agreement, the consummation operation of the transactions contemplated herein 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 continuation of the business of Avion or any of the Avion Material Subsidiaries following the Effective Date;F▇▇▇▇▇▇▇ Real Property. (vih) Avion and the Avion Seller has provided to Buyer copies of all Material Subsidiaries have made available to Endeavour all material environmental audits, reports, assessments, investigation reportsinvestigations, studies, plans, regulatory correspondence sampling and similar information analyses within its possession or custody with respect to environmental matters; and (vii) to the knowledge of Avion, Avion and the Avion 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 aggregate, constitute an Avion Material Adverse EffectF▇▇▇▇▇▇▇ Real Property.

Environmental. Except for any matters that, individually or as set forth in the aggregate, would not have or would not reasonably be expected to have an Avion Material Adverse EffectSchedule 5.19: (ia) all facilities to the Knowledge of Seller, the ▇▇▇▇▇ and operations of Avion and the Avion Material Subsidiaries have been conducted, and Equipment are now, in material compliance with all applicable Environmental Laws; (iib) Avion and the Avion Material Subsidiaries are in possession ofSeller has not received, and to the Knowledge of Seller no operator of any of the Assets has received, written notice of any material civil, criminal or administrative action, hearing, proceeding, claim or lawsuit, from any Governmental Authority or any other Person under Environmental Law arising out of the ownership or operation of any of the Assets and no such proceeding, claim or lawsuit is pending or, to the Knowledge of Seller, threatened with respect to or in compliance withconnection with any of the Assets. (c) to the Knowledge of Seller, all material Permits required under Environmental Permits that are required to own, lease and operate the Avion Property and Avion Mineral Rights and Law to conduct their respective the business currently conducted with respect to the Assets as they of the Closing Date are now being conductedheld by Seller or the operator of the Assets; (iiid) all such Permits held by Seller are scheduled on Schedule 5.19(d) (“Environmental Permits”); (e) Seller has not received and to the Knowledge of Seller no environmentaloperator of any of the Assets has received any written notice of any action, reclamation hearing, proceeding, claim or closure obligationlawsuit seeking to terminate, demandrevoke or materially modify any such Permit; (f) to the Knowledge of Seller, noticethere are no Pollutants present at any Interests or ▇▇▇▇▇ at concentrations requiring investigative, work corrective or remedial action pursuant to Environmental Laws by any Governmental Authority; (g) the transactions contemplated by this Agreement will not cause a cancellation of a material Permit or otherwise adversely affect any material Permit in any material respect; (h) to the Knowledge of Seller, Seller has not received, and no operator of any of the Assets has received, any written order or other liabilities presently exist with respect to any portion of Well from any currently or formerly owned, leased, used or otherwise controlled property, interests Governmental Authority requiring that such Well be plugged and rights or relating to the operations abandoned that has not been plugged and business of Avion and the Avion Material Subsidiaries except as disclosed in the Avion Public Documents and, to the knowledge of Avion, 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 businessabandoned; (iv) neither Avion nor any of the Avion Material Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (vi) to the knowledge Knowledge of AvionSeller, there are no changes all ▇▇▇▇▇ that have been plugged and abandoned have been plugged and abandoned in the status, terms or conditions of any accordance in all material respects with all applicable Environmental Permits held by Avion or any of the Avion 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 Avion or any of the Avion Material Subsidiaries following the Effective Date;Laws; and (vij) Avion and the Avion Material Subsidiaries have Seller has made available to Endeavour Buyer all material audits, assessments, investigation environmental reports, studies, plansaudits, regulatory correspondence sampling data, site assessments and similar information risk assessments with respect to the Assets that are in the possession, custody or control of Seller other than, to the extent set forth on Schedule 5.19(j), those subject to a confidentiality or non-disclosure restriction (provided that, if requested by Buyer, Seller will use its commercially reasonable efforts to get a waiver of such restrictions or consent to make such disclosure). Notwithstanding anything to the contrary contained in this Agreement, (i) all representations and warranties made or given by Seller in this Agreement with respect to environmental matters; and , Pollutants or compliance with Environmental Laws or Environmental Permits are solely and exclusively set forth in this Section 5.19, and all other representations and warranties made or given by Seller in this Agreement shall not be construed to include environmental matters, Pollutants or compliance with Environmental Laws or Environmental Permits and (viiii) to the knowledge presence or existence of Avion, Avion and the Avion Material Subsidiaries are not subject NORM in or with respect to any past of the Assets shall not give rise to or present fact, condition or circumstance that could reasonably be expected to result constitute a breach of the representations and warranties made and given by Seller in liability under any Environmental Laws that would individually or in the aggregate, constitute an Avion Material Adverse Effectthis Section 5.19.