Common use of Environmental Clause in Contracts

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as Each of the Company and its Subsidiaries has secured, and is in compliance in all material respects with, all Environmental Permits required in connection with its operations and the Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental Permit, is set forth on Schedule 3.01(p)(iin Section 4.23(a) of the Company Disclosure SchedulesSchedule. All such Environmental Permits are valid and in full force and effect and none of such Environmental Permits will be terminated or impaired or become terminable as a result of the Merger. Each of the Company and its Subsidiaries has been, the Acquired Companies and are currently, in compliance in all material respects with all Environmental Laws, except to . Neither the extent Company nor any of its Subsidiaries has received any notice alleging that the Company or any of its Subsidiaries is not in such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any with Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandLaws. (iib) There are no Actions or Proceedings past, pending or, to the Knowledge of SellerCompany’s Knowledge, threatened as Environmental Actions against or affecting the Company or any of its Subsidiaries, and the Execution Date Company is not aware of any facts or circumstances which could be expected to form the basis for any Environmental Action against Seller the Company or any of its Subsidiaries. (solely in respect c) Neither the Company nor any of its Subsidiaries has entered into or agreed to any Order, and neither the Projects or the Acquired Companies), or the Acquired CompaniesCompany nor any of its Subsidiaries is subject to any Order, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of compliance with any Environmental Law in respect or to investigation or cleanup of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)a Hazardous Substance under any Environmental Law. (iiid) Schedule 3.01(p)(iii) No Lien has been attached to, or asserted against, the assets, property or rights of the Disclosure Schedules sets forth, as Company or any of the Execution Date, all material Permits required its Subsidiaries pursuant to any Environmental Law Law, and, to the Company’s Knowledge, no such Lien has been threatened. There are no facts, circumstances or other conditions that could be acquired expected to give rise to any Liens on or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Companyaffecting any Real Property. (ive) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there There has been no treatment, storage, disposal or Release of any Hazardous Substance at, from, into, on or under any Real Property or any other property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries. No Hazardous Substances at are present in, on, about or migrating to or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted Real Property that would could be reasonably expected to trigger give rise to an Environmental Action against the Company or any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectits Subsidiaries. (vf) Seller Neither the Company nor any of its Subsidiaries has made available to Purchaser received a CERCLA 104(e) information request nor has the Company or any of its Subsidiaries been named a potentially responsible party for any National Priorities List site under CERCLA or any site under analogous state Law. Neither the Company nor any of its Subsidiaries has received an analogous notice or request from any non-U.S. Governmental Authority. (g) There are no aboveground tanks or underground storage tanks on, under or about the Real Property. Any aboveground or underground tanks previously situated on the Real Property or any other property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries have been removed in accordance with all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect and no residual contamination, if any, remains at such sites in excess of applicable standards. (h) There are no PCBs leaking from any article, container or equipment on, under or about the Real Property and there are no such articles, containers or equipment containing PCBs. There is no asbestos containing material or lead-based paint containing materials in at, on, under or within the Real Property. (i) Neither the Company nor any of its Subsidiaries has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which is an Environmental Clean-up Site. (j) None of the Projects Real Property is an Environmental Clean-up Site. (k) The Company has provided to Parent true and complete copies of, or access to, all written environmental assessment materials and reports that have been prepared by or on behalf of the LandCompany or any of its Subsidiaries.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Parent and the Borrowers shall, and shall cause each of the Disclosure Schedulesits Restricted Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. (b) The Parent agrees that each Administrative Agent may, except from time to time, retain, at the expense of the Parent, an independent professional consultant reasonably acceptable to the Parent to review any report relating to Contaminants prepared by or for the Parent or the Borrowers and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Parent, the Borrowers or any of their respective Restricted Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) such Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs in excess of $35,000,000.00 or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $35,000,000.00, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Parent or any of its Restricted Subsidiaries without the Parent’s prior written consent. The Parent and the Borrowers shall use their reasonable efforts to obtain for each Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Parent, to enter into or on to the facilities or Mortgaged Vessels currently owned, leased, operated or used by the Parent, a Borrower or any of their respective Restricted Subsidiaries to perform such tests on such property as are necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by the Parent and the Applicable Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. The Parent, the Borrowers and each Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of any Administrative Agent pursuant to this subsection will be obtained and shall be used by such Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Loans and Letter of Credit Obligations and to protect the Lenders’ security interests created by the Loan Documents, and each Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. Each Administrative Agent agrees to deliver a copy of any such non-compliance would report to the Parent with the understanding that the Parent acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to the Parent’s use of or reliance on such report, (ii) no Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to the Parent, no Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a Responsible Officer of the Parent or any Borrower obtains actual knowledge thereof, the Parent or such Borrower shall advise each Administrative Agent, for delivery to the Applicable Lenders, in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by the Parent or its Restricted Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which could reasonably be expected to have Environmental Liabilities and Costs in excess of $35,000,000.00, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $35,000,000.00, (iii) any Remedial Action performed by the Parent or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $35,000,000.00, or (y) any other Environmental Liabilities and Costs that could reasonably be expected to result in Environmental Liabilities and Costs in excess of $35,000,000.00, (iv) discovery by the Parent or its Restricted Subsidiaries of any occurrence or condition on any material property that could cause the Parent’s or its Restricted Subsidiaries’ interest in any such property to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens other than those that could not reasonably be expected to have result in a Material Adverse Effect. There , and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is no material violation investigating whether the Parent or any of its Restricted Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $35,000,000.00. (d) The Parent shall promptly notify each Administrative Agent, for delivery to the Applicable Lenders, of (i) any proposed acquisition of Stock, assets, or property by the Parent or any of its Restricted Subsidiaries that could reasonably be expected to expose the Parent or any of its Restricted Subsidiaries to, or result in, Environmental Liabilities and Costs in excess of $35,000,000.00 and (ii) any proposed action to be taken by the Parent or any of its Restricted Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Parent or any of its Restricted Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of the Parent or any of its Subsidiaries as of the Effective Date. (e) The Parent shall, at its own expense, provide copies of such documents or information as an Administrative Agent or Lender may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, the Parent shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material respects with all applicable Environmental Law Laws and Governmental Authorities under applicable Environmental Laws. In the event the Parent or other material Liability arising under any Environmental Law of its Restricted Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, the Land. (ii) There are no Actions Parent or Proceedings pending orany of its Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, the Parent or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Parent or any of such Subsidiaries. In the event the Parent fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or , any Acquired Company has received Administrative Agent may, upon providing the Parent with 20 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at the Acquired Companies (other than those violations that have been resolved or remedied)Parent’s sole expense, perform whatever action such Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) To the Knowledge of Seller, except as set forth in Part 3.06 of Seller’s Disclosure Schedule, or except as would not have an Environmental Material Adverse Effect, there are no Violations of Environmental Laws that arise from events occurring at or conditions existing on the Assets during the period Seller owned the affected Assets, which have not been corrected or Remediated and all applicable fines or penalties paid in full under the requirements of any Governmental Body having jurisdiction. (b) To the Knowledge of Seller, except as set forth in Part 3.06 of Seller’s Disclosure Schedule, there are no Environmental Liabilities that arise from events occurring at or conditions existing on the Assets during the period Seller owned the affected Assets, except as would not have an Environmental Material Adverse Effect. (c) Except as set forth on in Part 3.06 of Seller’s Disclosure Schedule 3.01(p)(i) or except as would not have an Environmental Material Adverse Effect, all Governmental Authorizations required under applicable Environmental Laws that are necessary to the operation of the Disclosure SchedulesSeller Operated Assets or, to the Acquired Companies Knowledge of Seller, any other Assets, have been obtained and are in full force and effect, and Seller has operated the Seller Operated Assets in compliance with all Environmental Lawssuch Permits. (d) Except as set forth in Part 3.06 of Seller’s Disclosure Schedule, or except to the extent that any such non-compliance as would not reasonably be expected to have a an Environmental Material Adverse Effect. There is no material violation , neither Seller nor any of its Affiliates has received any notifications of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of the Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), Assets and alleging that Seller or the Acquired Companies, relating to any material Assets are in violation of or otherwise subject to liability under applicable Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ive) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Sellerwould not have an Environmental Material Adverse Effect, there has been no Release claim asserting liability for exposure of any Person or property to Hazardous Substances at or from the Projects Materials in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially connection with the development, construction, ownership or operations of any ProjectAssets. (vf) Seller either has made made, or will, immediately after the execution of this Agreement, make available to Purchaser Buyer all material environmental assessment, investigatory, and audit reports, assessments studies, analyses, and documents correspondence (other than correspondence that exists solely in electronic form) relating to the Assets that are in the possession or control of Seller or the Acquired Companies any of its Affiliates and that relate to actual addressing Releases or potential material Liabilities under threatened Releases, Remediations, Environmental Laws with respect to the Projects Liabilities, Environmental Conditions, or the LandViolations of Environmental Laws.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Seller and each of the Disclosure Schedules, the Acquired Companies its Subsidiaries are in material compliance with all Environmental Laws. (b) The Seller and its Subsidiaries have obtained and are in material compliance with all permits required under Environmental Law and necessary for the ownership, lease, operation or use of the Purchased Assets and the conduct of the Purchased Business as currently conducted and operated, except where the failure to the extent that any such non-compliance possess or comply would not be reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (iic) There are no Actions or Proceedings pending orExcept as would not have a Material Adverse Effect, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller’s Knowledge, there has been no Release of Hazardous Substances at or from the Projects Materials in violation contravention of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects business or assets of the LandSeller and its Subsidiaries or any Real Property currently owned, operated or leased by the Seller and its Subsidiaries, and neither the Seller nor any of its Subsidiaries has received written notice that any Real Property currently owned, operated or leased in connection with the business of the Seller and its Subsidiaries has been contaminated with any Hazardous Material which would reasonably be expected to result in material liability under, or a violation of Environmental Laws by, the Seller or any of its Subsidiaries. (d) The Seller has previously made available to the Purchaser final environmental reports, with respect to the business or assets of the Seller and its Subsidiaries or any currently owned, operated or leased Real Property which are in the possession or control of the Seller or any of its Subsidiaries. (e) The representations and warranties set forth in this Section 4.24 are the Seller’s sole and exclusive representations and warranties regarding environmental matters.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Borrower shall, and shall cause each of the Disclosure Schedulesits Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. (b) The Borrower agrees that the Administrative Agent may, except from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $10,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Obligations and to protect the Liens created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such non-compliance report to Borrower with the understanding that Borrower acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which would not reasonably be expected to have Environmental Liabilities and Costs in excess of $10,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a Material Adverse Effect. There is no material violation reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $10,000,000, or (y) any other Environmental Liabilities and Costs in excess of $10,000,000 that could result in Environmental Liabilities and Costs in excess of $10,000,000, (iv) discovery by Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Subsidiaries’ interest in any such property to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Law Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000. (d) Borrower shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, assets, or property by Borrower or any of its Subsidiaries that would reasonably be expected to expose Borrower or any of its Subsidiaries to, or result in Environmental Liabilities and Costs in excess of $10,000,000 and (ii) any proposed action to be taken by Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of Borrower or any of its Subsidiaries as of the Closing Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material Liability arising under respects with all applicable Environmental Laws and Permits. In the event Borrower or any Environmental Law of its Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the Land. (ii) There are no Actions or Proceedings pending orapplicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Borrower or any of such Subsidiaries. In the event Borrower fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or any Acquired Company has received , the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at Borrower’s sole expense, perform whatever action the Acquired Companies (other than those violations that have been resolved or remedied)Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not result, or reasonably be expected to have result, individually or in the aggregate, in a Company Material Adverse Effect. There is , no material Hazardous Material (as defined below) has been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any property occupied by Company or any affiliate of Company, nor, to Company’s knowledge, has any Hazardous Material migrated beneath such properties. (b) Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in violation of any Environmental Law (as defined below) in effect on or before the Effective Time. (c) Company currently holds all environmental approvals, permits, licenses, clearances, and consents necessary for the conduct of Company’s Hazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, “Environmental Permits”), except where the absence of such Environmental Permits would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (d) No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has been threatened by any Governmental Entity against Company concerning any Environmental Permit, Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company, no fact or circumstance currently exists that is reasonably likely to involve Company in any material Liability arising environmental litigation or impose upon Company any material environmental liability. (e) Company has not, either by agreement or (to Company’s knowledge) by operation of law, assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Law Law, including any obligation for investigation, cleanup, corrective action, or natural resource damages with respect to the Projects or the LandHazardous Materials. (iif) There are no Actions or Proceedings pending orNeither Company nor, to the Knowledge knowledge of SellerCompany, threatened as any of its agents, possess copies of any reports concerning the Execution Date against Seller (solely in respect presence or possible presence of the Projects released Hazardous Materials on real property currently or the Acquired Companies)formerly owned, leased, or the Acquired Companiesoccupied by Company, relating to including any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)environmental site assessment reports. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Scheduleshas not been, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance and would not reasonably be expected to have a Material Adverse Effect. There is no be, individually or in the aggregate, material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or Company and its Subsidiaries, taken as a whole: (i) the Land.Company and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws; (ii) There are (A) there is no Actions or Proceedings pending or, to the Knowledge of Sellerthe Company, threatened as of the Execution Date against Seller (solely in respect of the Projects Proceeding pursuant to or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Law against the Company or any Acquired of its Subsidiaries, (B) none of the Company or any of its Subsidiaries has received written notice or a request for information from any Person, including any Governmental Authority Authority, alleging that the Company or any of any material its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law in respect or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, and (C) none of the Projects Company or the Acquired Companies (other than those violations that have been resolved any of its Subsidiaries is a party or remedied).subject to any Order pursuant to Environmental Law; (iii) Schedule 3.01(p)(iii) there have been no Releases of Hazardous Materials at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Disclosure Schedules sets forth, as Company or any of the Execution Date, all material Permits required its Subsidiaries to remediate such Releases pursuant to any applicable Environmental Law or otherwise have resulted in or are reasonably likely to be acquired result in liability to the Company or held by or for the benefit any of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, its Subsidiaries pursuant to applicable Environmental Law with respect to such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company.Releases; and (iv) Except as set forth on Schedule 3.01(p)(iv) neither the Company nor any of the Disclosure Schedulesits Subsidiaries has entered into any written agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to the Knowledge generation, manufacture, use, transportation or disposal of Seller, there has been no Release of or exposure to Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectMaterials. (vb) Seller The Company has delivered or otherwise made available for inspection to Purchaser all material environmental Parent copies of any reports, investigations, audits, assessments and (including Phase I or II environmental site assessments), studies or other material documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect reasonably available to the Projects Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the LandCompany or any of its Subsidiaries; or (iii) the Company’s or any of its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Scheduleshas not had, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. There : (a) the Company and its Subsidiaries are and, except for matters which have been resolved, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws; (b) as of the date of this Agreement, there is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Sellerthe Company, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required Proceeding pursuant to any Environmental Law to be acquired against the Company or held by or for the benefit any of Seller or Acquired Companies for the development, construction, ownership, use or operation its Subsidiaries. As of the Land date of this Agreement, neither the Company nor any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the business Company or any of its Subsidiaries has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iiiCompany nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; (c) of the Disclosure Schedules, such Permits there have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release Releases of Hazardous Substances at Materials on or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to underneath any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted location that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Releasehas resulted, or that would be is reasonably expected likely to result in a material an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise result in liability to the Company or interfere materially any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and (d) the development, construction, ownership Company has delivered or operations otherwise made available for inspection to the Parent copies of any Project. (v) Seller has made available to Purchaser all material environmental reports, investigations, audits, assessments and (including Phase I or II environmental site assessments), studies or other material documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect reasonably available to the Projects Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the LandCompany or any of its Subsidiaries; or (iii) the Company’s or any of its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters 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, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10. (ia) Except as set forth on Schedule 3.01(p)(i5.10(a)-1, (i) of Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Disclosure SchedulesPurchased Assets as they are currently being owned, maintained and operated, and to conduct the Acquired Companies are Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (ii) with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with all the requirements of such material Environmental Permits and Environmental Laws, except and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to the extent that suspend, revoke, or withdraw any such non-compliance Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material violation Environmental Permits held by Seller for the operation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandBusiness. (iib) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect individually or in the name of an Acquired Company. (iv) Except aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 3.01(p)(iv5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Disclosure SchedulesBusiness or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be expected to the Knowledge of Sellerhave a Material Adverse Effect or as set forth on Schedule 5.10(c), (i) there is and has been no Release of Hazardous Substances at from, in, on, or from beneath the Projects in violation of Real Property that could form a basis for an Environmental Laws Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or Permits required by or issued pursuant the Business, which are pending or, to any Environmental Law for the developmentSeller’s Knowledge, construction, ownership, use or operation threatened against Seller. To Seller’s Knowledge as of the Land date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and of all Environmental Claims pending or threatened against Seller that are principally related to the Purchased Assets or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectBusiness. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Borrower shall, and shall cause each of the Disclosure Schedulesits Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. (b) The Borrower agrees that the Administrative Agent may, except from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $25,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Obligations and to protect the Liens created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such non-compliance report to Borrower with the understanding that Borrower acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which would not reasonably be expected to have Environmental Liabilities and Costs in excess of $25,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a Material Adverse Effect. There is no material violation reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $25,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $25,000,000, or (y) any other Environmental Liabilities and Costs in excess of $25,000,000 that could result in Environmental Liabilities and Costs in excess of $25,000,000, (iv) discovery by Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Subsidiaries’ interest in any such property to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Law Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $25,000,000. (d) Borrower shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, assets, or property by Borrower or any of its Subsidiaries that would reasonably be expected to expose Borrower or any of its Subsidiaries to, or result in Environmental Liabilities and Costs in excess of $25,000,000 and (ii) any proposed action to be taken by Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of Borrower or any of its Subsidiaries as of the Closing Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material Liability arising under respects with all applicable Environmental Laws and Permits. In the event Borrower or any Environmental Law of its Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the Land. (ii) There are no Actions or Proceedings pending orapplicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Borrower or any of such Subsidiaries. In the event Borrower fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or any Acquired Company has received , the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at Borrower’s sole expense, perform whatever action the Acquired Companies (other than those violations that have been resolved or remedied)Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Parent and the Applicants shall, and shall cause each of the Disclosure Schedulesits Restricted Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. (b) The Parent agrees that the Administrative Agent may, except from time to time, retain, at the expense of the Parent, an independent professional consultant reasonably acceptable to the Parent to review any report relating to Contaminants prepared by or for the Parent or the Applicants and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Parent, the Applicants or any of their respective Restricted Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs in excess of $35,000,000.00 or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $35,000,000.00, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Parent or any of its Restricted Subsidiaries without the Parent’s prior written consent. The Parent and the Applicants shall use their reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Parent, to enter into or on to the facilities or Mortgaged Vessels currently owned, leased, operated or used by the Parent, an Applicant or any of their respective Restricted Subsidiaries to perform such tests on such property as are necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by the Parent and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. The Parent, the Applicants and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Participants for the purposes of the Participants’ internal credit decisions, to monitor the Letter of Credit Obligations and to protect the Participants’ security interests created by the Credit Documents, and the Administrative Agent and the Participants hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such non-compliance would report to the Parent with the understanding that the Parent acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Participant from any costs, losses or liabilities relating to the Parent’s use of or reliance on such report, (ii) neither the Administrative Agent nor any Participant makes any representation or warranty with respect to such report, and (iii) by delivering such report to the Parent, neither the Administrative Agent nor any Participant is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a Responsible Officer of the Parent or any Applicant obtains actual knowledge thereof, the Parent or such Applicant shall advise the Administrative Agent, for delivery to the Participants, in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by the Parent or its Restricted Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which could reasonably be expected to have Environmental Liabilities and Costs in excess of $35,000,000.00, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $35,000,000.00, (iii) any Remedial Action performed by the Parent or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $35,000,000.00, or (y) any other Environmental Liabilities and Costs that could reasonably be expected to result in Environmental Liabilities and Costs in excess of $35,000,000.00, (iv) discovery by the Parent or its Restricted Subsidiaries of any occurrence or condition on any material property that could cause the Parent’s or its Restricted Subsidiaries’ interest in any such property to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens other than those that could not reasonably be expected to have result in a Material Adverse Effect. There , and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is no material violation investigating whether the Parent or any of its Restricted Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $35,000,000.00. (d) The Parent shall promptly notify the Administrative Agent, for delivery to the Participants, of (i) any proposed acquisition of Stock, assets, or property by the Parent or any of its Restricted Subsidiaries that could reasonably be expected to expose the Parent or any of its Restricted Subsidiaries to, or result in, Environmental Liabilities and Costs in excess of $35,000,000.00 and (ii) any proposed action to be taken by the Parent or any of its Restricted Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Parent or any of its Restricted Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of the Parent or any of its Subsidiaries as of the Initial Utilization Date. (e) The Parent shall, at its own expense, provide copies of such documents or information as the Administrative Agent or any Participant may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, the Parent shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material respects with all applicable Environmental Law Laws and Governmental Authorities under applicable Environmental Laws. In the event the Parent or other material Liability arising under any Environmental Law of its Restricted Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, the Land. (ii) There are no Actions Parent or Proceedings pending orany of its Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, the Parent or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Parent or any of such Subsidiaries. In the event the Parent fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or any Acquired Company has received , the Administrative Agent may, upon providing the Parent with 20 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at the Acquired Companies (other than those violations that have been resolved or remedied)Parent’s sole expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance noncompliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects Project or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects Project or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects Project or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects Project in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any the Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Project or the Land.

Environmental. (i) Except as set forth The Borrower is primarily a passive nonoperator working interest owner in, or with respect to, the Borrower Property with no managerial control over operations on Schedule 3.01(p)(i) the Borrower Property. The Borrower shall not become an active operator of any oil and gas properties without the written consent of the Disclosure SchedulesLender. In light of the foregoing, the Acquired Companies are Borrower makes the following limited covenants in compliance this Section 16: A. The Borrower has duly complied, and the Borrower Property and all of the Borrower’s other assets and property comply, in all material respects with all Environmental Laws, Law except where the failure to the extent that any such non-compliance comply would not reasonably be expected to have a Material Adverse Effect. There are no outstanding citations, notices, or orders of noncompliance under any Environmental Law that were issued to the Borrower with respect to, or, to the Borrower’s knowledge, that otherwise relate to, the Borrower Property or the Borrower’s other assets or property. B. To the Borrower’s knowledge, all required federal, state, and local licenses, certificates, or permits under any applicable Environmental Law have been issued with respect to the Borrower Property. C. To the Borrower’s knowledge, other than any of the following that do not constitute a violation of applicable Environmental Law or would not have a Material Adverse Effect, (i) there are no visible signs of releases, spills, discharges, leaks, or disposal of Hazardous Substances at, upon, under, or within any Borrower Property; (ii) no Borrower Property ever has been used as a treatment, storage, or disposal facility of Hazardous Substances; and (iii) no Hazardous Substances are present on any Borrower Property. D. The Borrower shall not knowingly cause its business or operations on the Borrower Property to be conducted in violation of applicable Environmental Law. E. If the Borrower obtains, gives, or receives notice of any violation or alleged violation, request for information, or notification that it is no material potentially responsible for investigation or cleanup of environmental conditions at a Borrower Property, demand letter or complaint, order, citation, or other notice with regard to any Hazardous Discharge or violation or alleged violation of any Environmental Law affecting a Borrower Property or the Borrower’s interest therein (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person with authority to enforce an Environmental Law, including any state or local governmental agency that is responsible in whole or in part for environmental matters in the state in which a Borrower Property is located or the United States Environmental Protection Agency (any such Person or entity hereinafter the “Authority”), then the Borrower, within five (5) Business Days, shall give written notice of the same to the Lender detailing the facts and circumstances of which the Borrower is aware giving rise to the Environmental Complaint. Such information is to be provided to allow the Lender to protect its security interest in, and lien on, the Borrower Property and the Collateral and is not intended to create, nor shall it create, any obligation upon the Lender with respect thereto. F. The Borrower promptly shall forward to the Lender copies of any request for information, notification of potential liability, demand letter relating to potential responsibility, or other material Liability arising under any Environmental Law notice given to, or received from, an Authority (as defined in Section 16(E) hereof) with respect to the Projects investigation or cleanup of Hazardous Substances at any other site owned, operated or used by the LandBorrower to dispose of Hazardous Substances and shall continue to forward copies of correspondence between the Borrower and the Authority regarding such claims to the Lender until the claim is settled. Such information is to be provided solely to allow the Lender to protect the Lender’s security interest in, and lien on, the Borrower Property and the Collateral and is not intended to create, nor shall it create, any obligation upon the Lender with respect thereto. (ii) There are no Actions G. The Borrower shall defend and indemnify the Lender and its parent, directors, governors, officers, managers, employees, agents and participants against, and shall hold the Lender and its parent, directors, governors, officers, managers, employees, agents and participants harmless from, all loss, liability, damage and expense, claims, costs, fines, and penalties, including reasonable attorney’s fees, suffered or Proceedings pending orincurred by the Lender, to the Knowledge of Sellerits parent, threatened as or any of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies)Lender’s directors, governors, officers, managers, employees, agents, or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller participants under or any Acquired Company has received written notice from any Governmental Authority of any material violation on account of any Environmental Law in Law, including the assertion of any lien thereunder, with respect to the presence of any Hazardous Substances affecting any Borrower Property, whether or not the same originates or emerges from such Borrower Property, including any loss of value of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) Borrower Property as a result of the Disclosure Schedules sets forthforegoing, as except to the extent such loss, liability, damage and expense is attributable to the gross negligence or willful misconduct of the Execution DateLender, all material Permits required pursuant to its parent, or any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land Lender’s directors, governors, officers, managers, employees, agents, or participants. The Borrower’s obligations under this Section 16(G) shall apply whether or not any Authority (as defined in Section 16(E) hereof) has taken or threatened any action in connection with the business presence of any Hazardous Substances. Any amount payable under this Section 16(G) shall be due and payable to the Lender upon demand therefor and receipt by the Borrower of a statement from the Lender setting forth in reasonable detail the amount claimed and the basis therefor. The Borrower’s obligations under this Section 16(G) shall not be affected by the absence or unavailability of insurance covering the same or by the failure or refusal of any insurance carrier to perform any obligation on its part under any such policy of insurance. If any claim, action, or proceeding is made or brought against the Lender, its parent, or any of the Acquired Companies as currently conducted. Except as Lender’s directors, governors, officers, managers, employees, agents, or participants that is subject to the indemnity set forth in Schedule 3.01(p)(iii) of this Section 16(G), the Disclosure SchedulesBorrower shall defend against the same, such Permits have been obtained in a timely manner and are presently maintained in full force and effect its own name or, if necessary, in the name of an Acquired Company. (iv) Except as the Lender, its parent, or any of the Lender’s directors, governors, officers, managers, employees, agents, or participants by attorneys retained by the Borrower and approved by the Lender. Notwithstanding the foregoing, the Lender, in its discretion, if it disapproves of the attorneys provided by the Borrower, may engage the Lender’s own attorneys to defend, or to assist therein, and the Borrower shall pay, or, on demand, shall reimburse the Lender for the payment of, all reasonable fees and disbursements of the Lender’s own attorneys. All obligations set forth on Schedule 3.01(p)(ivin this Section 16(G) shall survive the Borrower’s payment of the Note and other obligations under the Loan Documents, the foreclosure of the Borrower Mortgage, the acceptance by the Lender (or an assignee designated by the Lender) of a deed-in-lieu of foreclosure, and the Disclosure Schedules, to the Knowledge termination of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectthis Agreement. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. 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 such Additional Environmental Report discloses (i) Except as set forth on Schedule 3.01(p)(i) of that there are conditions on, at or relating to the Disclosure Schedules, the Acquired Companies Property which are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any with Environmental Law Requirements, or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions the possibility that Hazardous Materials may exist on or Proceedings pending orunder 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 environmental site assessment of the Property obtained by Purchaser during the Approval Period and (b) has, or is reasonably likely to have, a material or adverse effect on the Property which could result in potential liability or expense to Purchaser in excess of $50,000. Should Purchaser so elect to terminate this Agreement, then Purchaser shall provide Seller with written notice thereof, whereupon the ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the Knowledge of contrary which might be provided by Seller, threatened as 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 Execution Closing Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release Seller agrees to at all times thereafter continue to diligently pursue the cure of Hazardous Substances at or from the Projects in violation of such Subsequent Environmental Laws or Permits required by or issued pursuant Matter to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectcompletion. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i5.9(a)-1, (i) of to Seller’s Knowledge, Seller (to the Disclosure Schedules, extent related to the Acquired Companies are Purchased Assets) is in compliance with all applicable Environmental Laws, except (ii) to Seller’s Knowledge, Seller possesses all Environmental Permits required under Environmental Laws for the extent operation of the Purchased Assets as they are currently operated and is in compliance with such Environmental Permits; and (iii) Seller has received no written notice that any such non-compliance would not reasonably be expected Environmental Permit is subject to have termination, modification or revocation. Schedule 5.9(a)-2 sets forth a Material Adverse Effect. There is no list of all material violation Environmental Permits held by Seller for the operation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandPurchased Assets. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ivb) Except as set forth on Schedule 3.01(p)(iv) 5.9(b), neither Seller nor any Affiliate of Seller has received within the Disclosure Scheduleslast five years and, to the Knowledge of Seller’s Knowledge, there has been no Release of Hazardous Substances at any prior time, any written notice, report, request for information or from the Projects in other information regarding any actual or alleged violation of Environmental Laws or Permits required any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Purchased Assets arising under or relating to Environmental Laws or regarding Hazardous Materials. (c) Except as set forth on Schedule 5.9(c), (i) to Seller’s Knowledge, Seller has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the Purchased Assets that could form a basis for an Environmental Claim, and (ii) Seller has not received written notice of any Environmental Claims related to the Purchased Assets that have not been fully and finally resolved and, to Seller’s Knowledge, no such Environmental Claims are pending or threatened against Seller. (d) Except as set forth on Schedule 5.9(d), to Seller’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by Seller or, to Seller’s Knowledge, are otherwise located at any of the Purchased Assets. (e) Except as set forth on Schedule 5.9(e), with respect to the Purchased Assets, within the last five years and, to Seller’s Knowledge, at any prior time, Seller has not assumed or issued pursuant retained, by contract or, to Seller’s Knowledge, by operation of law, any obligation under any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger concerning any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectHazardous Materials. (vf) Seller has made available to Purchaser Buyer all material environmental reports, assessments and documents reports relating to the Purchased Assets that are in the possession or reasonable control of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the LandSeller.

Environmental. (ia) Except 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 set forth on Schedule 3.01(p)(ihereinafter defined); (b) To the Knowledge of Sellers, there has been no “Release” (as hereinafter defined) by any Seller at any of the Disclosure SchedulesLeased Real Property, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of SellerSellers, threatened at any disposal or treatment facility which received “Hazardous Substances” (as of hereinafter defined) generated by or from such Seller and/or the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied).Leased Real Property; (iiic) Schedule 3.01(p)(iiiNo “Environmental Action” (as hereinafter defined) of the Disclosure Schedules sets forthis pending, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have has been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedulesasserted against or, to the Knowledge of Sellers, is threatened against any Seller; (d) To the knowledge of Sellers, there the Leased Real Property has not been no Release of used as a treatment or disposal site for any Hazardous Substances at or from during the Projects in violation period of Seller’s operation thereof; (e) Each Seller holds all licenses, permits and approvals required by that Seller by any regulatory authority under any Environmental Laws or Permits required by or issued in connection with the operation of the Business; (f) With respect to Sellers and the Leased Real Property, Sellers are not aware of and have not received any written notification pursuant to any Environmental Law for Laws that (i) any work, repairs, corrective or remedial action, construction or capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws or any license, permit or approval issued pursuant thereto; (ii) any material license, permit or approval under any Environmental Laws is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated; or (iii) any events, conditions, circumstances, activities, practices, incidents, actions or omissions may interfere with or prevent compliance or continued compliance with any Environmental Law; and (g) Sellers have previously delivered (or will have delivered within 20 days after the developmentdate of this Agreement) to Purchaser a copy of all reports, constructionassessments, ownershipinvestigations, use or operation permits, correspondence and other documents and information whatsoever which relate to the compliance status of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of such Seller or the Acquired Companies Leased Real Property under any Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectLaws. (vh) Seller has made available to Purchaser all material environmental reportsFor the purposes of this Section 3.19, assessments and documents that are in the possession of Seller or following terms shall have the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.following meanings:

Environmental. (i) Except To the Knowledge of the Buyer, except as set forth on Schedule 3.01(p)(i6.14: (i) There are no underground tanks and related pipes, pumps and other facilities at the Real Property of the Disclosure Schedules, Checksmart Parties containing Hazardous Materials that are the Acquired Companies are in compliance with all Environmental Laws, except to responsibility of the extent Checksmart Parties and that any such non-compliance would not reasonably be expected to have give rise to a Material Adverse Effect. There is no material violation liability of any Environmental Law or other material Liability arising the Checksmart Parties under any Environmental Law with respect 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 Projects or responsibility of the LandChecksmart Parties and that would reasonably be expected to give rise to a material liability of the Checksmart Parties under any Environmental Law. (iib) There are no Actions Each of the Checksmart Parties is presently, and for the past three (3) years has been, in compliance in all material respects with all Environmental Laws applicable to such Real Property or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Checksmart Parties’ business operations. (iiii) Schedule 3.01(p)(iii) None of the Disclosure Schedules sets forthChecksmart Parties has generated, as of the Execution Datemanufactured, 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 Permits required pursuant to any respects with all applicable Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iiiLaws; and (ii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of any Hazardous Substances Material by the Checksmart Parties at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted such Real Property that would reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with of the development, construction, ownership or operations of Checksmart Parties under any ProjectEnvironmental Law. (vd) Seller None of the Checksmart Parties has within the past three (3) years (i) entered into or been subject to any Order with respect to such Real Property; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Checksmart Parties’ activities and operations at such Real Property as currently conducted; and (ii) any applications for renewal of such material Permits have been submitted on a timely basis to the extent required under any Environmental Law. (f) None of the Checksmart Parties has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Law. (g) Checksmart has made available to Purchaser 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 reports, assessments audits and documents that are in regarding any Release or disposal of Hazardous Materials by the possession Checksmart Parties at, upon or from such Real Property or formerly owned or leased property. This Section 6.14 sets forth the sole representations and warranties of Seller or the Acquired Companies Buyer and that relate to actual or potential material Liabilities under Environmental Laws Checksmart with respect to the Projects environmental matters, including with respect to any Environmental Law, Hazardous Material or the LandRelease.

Environmental. (i) Except To the Knowledge of the Company, except as set forth on Schedule 3.01(p)(i5.14: (i) There are no underground tanks and related pipes, pumps and other facilities at the Real Property of the Disclosure Schedules, Company or any of its Subsidiaries containing Hazardous Materials that are the Acquired Companies are in compliance with all Environmental Laws, except to responsibility of the extent Company or any of its Subsidiaries and that any such non-compliance would not reasonably be expected to have give rise to a Material Adverse Effect. There is no material violation liability of the Company or any Environmental Law or other material Liability arising of its Subsidiaries under any Environmental Law with respect 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 Projects Real Property that are the responsibility of the Company or any of its Subsidiaries and that would reasonably be expected to give rise to a material liability of the LandCompany or any of its Subsidiaries under any Environmental Law. (iib) There are no Actions or Proceedings pending orEach of the Company and its Subsidiaries is presently, and for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to the Knowledge of Seller, threatened as Real Property or to the Company’s or any of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Company’s Subsidiaries’ business operations. (iiii) Schedule 3.01(p)(iii) Neither the Company or any of the Disclosure Schedules sets forthits Subsidiaries has generated, as of the Execution Datemanufactured, 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 Permits required pursuant to any respects with all applicable Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iiiLaws; and (ii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of any Hazardous Substances Material by the Company or any of its Subsidiaries at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted such Real Property that would reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability of the Company or interfere materially with the development, construction, ownership or operations any of its Subsidiaries under any ProjectEnvironmental Law. (vd) Seller Neither the Company or any of its Subsidiaries has within the past three (3) years (i) entered into or been subject to any Order with respect to such Real Property; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for the Company and each of the Company’s Subsidiaries’ activities and operations at such Real Property as currently conducted; and (ii) any applications for renewal of such material Permits have been submitted on a timely basis to the extent required under any Environmental Law. (f) Neither the Company nor any of its Subsidiaries has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Law. (g) The Company has made available to Purchaser 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 reports, assessments audits and documents that are in regarding any Release or disposal of Hazardous Materials by the possession Company or any of its Subsidiaries at, upon 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 or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws Parties with respect to the Projects environmental matters, including with respect to any Environmental Law, Hazardous Material, or the LandRelease.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Borrower shall, and shall cause each of the Disclosure Schedulesits Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. (b) The Borrower agrees that the Administrative Agent may, except from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $20,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Obligations and to protect the Liens created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such non-compliance report to Borrower with the understanding that Borrower acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which would not reasonably be expected to have Environmental Liabilities and Costs in excess of $20,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a Material Adverse Effect. There is no material violation reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $20,000,000, or (y) any other Environmental Liabilities and Costs in excess of $20,000,000 that could result in Environmental Liabilities and Costs in excess of $20,000,000, (iv) discovery by Borrower or its Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Subsidiaries’ interest in any such property to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Law Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000. (d) Borrower shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, assets, or property by Borrower or any of its Subsidiaries that would reasonably be expected to expose Borrower or any of its Subsidiaries to, or result in Environmental Liabilities and Costs in excess of $20,000,000 and (ii) any proposed action to be taken by Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of Borrower or any of its Subsidiaries as of the Closing Date (as defined in the Existing Credit Agreement). (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material Liability arising under respects with all applicable Environmental Laws and Permits. In the event Borrower or any Environmental Law of its Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the Land. (ii) There are no Actions or Proceedings pending orapplicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, Borrower or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Borrower or any of such Subsidiaries. In the event Borrower fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or any Acquired Company has received , the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at Borrower’s sole expense, perform whatever action the Acquired Companies (other than those violations that have been resolved or remedied)Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) To Seller’s Knowledge, the Company has secured, and is in compliance in all material respects with, all Environmental Permits required in connection with its operations and the Real Property. Each Environmental Permit, together with the name of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any issuing such Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forthPermit, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as is set forth in Schedule 3.01(p)(iiiSection 2.23(a) of the Seller Disclosure SchedulesSchedule. To Seller’s Knowledge, all such Environmental Permits have been obtained in a timely manner are valid and are presently maintained in full force and effect and none of such Environmental Permits will be terminated or impaired or become terminable as a result of this Agreement or the transactions contemplated hereunder. To Seller’s Knowledge, the Company has been, and is currently, in compliance in all material respects with all Environmental Laws. The Company has not received any notice alleging that the name Company is not in such compliance with Environmental Laws. (b) There are no past, pending or, to Seller’s Knowledge, threatened Environmental Actions against or affecting the Company, and the Company is not aware of an Acquired any facts or circumstances which could be expected to form the basis for any Environmental Action against the Company. (ivc) Except as set forth on Schedule 3.01(p)(ivThe Company has not entered into or agreed to any Order, and the Company is not subject to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law. (d) No Lien has been attached to, or asserted against, the assets, property or rights of the Disclosure SchedulesCompany pursuant to any Environmental Law, and, to the Knowledge of Seller’s Knowledge, no such Lien has been threatened. To Seller’s Knowledge, there are no facts, circumstances or other conditions that could be expected to give rise to any Liens on or affecting any Real Property. (e) To Seller’s Knowledge, there has been no treatment, storage, disposal or Release of any Hazardous Substance at, from, into, on or under any Real Property or any other property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries. To Seller’s Knowledge, no Hazardous Substances at are present in, on, about or migrating to or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted Real Property that would could be reasonably expected to trigger any obligation of Seller or give rise to an Environmental Action against the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectCompany. (vf) Seller The Company has made available to Purchaser not received a CERCLA 104(e) information request nor has the Company been named a potentially responsible party for any National Priorities List site under CERCLA or any site under analogous state Law. The Company has not received an analogous notice or request from any non-U.S. Governmental Authority. (g) To Seller’s Knowledge, there are no above-ground tanks or underground storage tanks on, under or about the Real Property. To Seller’s Knowledge, any aboveground or underground tanks previously situated on the Real Property or any other property currently or formerly owned, operated or leased by the Company have been removed in accordance with all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect and no residual contamination, if any, remains at such sites in excess of applicable standards. (h) To Seller’s Knowledge, there are no PCBs leaking from any article, container or equipment on, under or about the Real Property and there are no such articles, containers or equipment containing PCBs. To Seller’s Knowledge, there is no asbestos containing material or lead-based paint containing materials in at, on, under or within the Real Property. (i) The Company has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which is an Environmental Clean-up Site. (j) None of the Real Property is an Environmental Clean-up Site. (k) The Company has provided to the Projects Buyer true and complete copies of, or access to, all written environmental assessment materials and reports that have been prepared by or on behalf of the LandCompany.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i3.16(a) of the Disclosure Schedules, HoldCo and the Acquired Companies Subsidiaries are in compliance with all Environmental Laws, except to the extent that any such material non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability liability arising under any Environmental Law with respect to the Projects Land or the Landbusiness of HoldCo or the Subsidiaries. (iib) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened threatened, as of the Execution Date date of this Agreement against Seller (solely in respect of the Projects Seller, HoldCo or the Acquired Companies), or the Acquired Companies, any Subsidiary relating to any material violation of Environmental Law. None Since the Acquisition Closing Date, none of Seller Seller, HoldCo, or any Acquired Company the Subsidiaries has received written notice from any Governmental Authority of any material violation of any Environmental Law and to the Knowledge of Seller, none of Seller, HoldCo or the Subsidiaries has received notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies last three (other than those violations that have been resolved or remedied)3) years. (iiic) Schedule 3.01(p)(iii3.16(c) of the Disclosure Schedules sets forth, as of the Execution Date, forth all material Permits required pursuant to any Environmental Law to be acquired or held by Seller, HoldCo or the Subsidiaries for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of HoldCo and the Acquired Companies Subsidiaries as currently conducted. Except as set forth in Schedule 3.01(p)(iii3.16(c) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired CompanyHoldCo or the respective Subsidiary. (ivd) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to To the Knowledge of Seller, there has been no Release release of Hazardous Substances at or from the Projects any Facility in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of HoldCo and the Acquired Companies Subsidiaries as currently conducted that would be reasonably expected to trigger any obligation of Seller Seller, HoldCo or the Acquired Companies Subsidiaries under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectrelease. (ve) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller Seller, HoldCo or the Acquired Companies Subsidiaries and that relate to actual or potential material Liabilities liabilities or obligations under Environmental Laws with respect to the Projects or the LandFacilities.

Environmental. Except as described in SCHEDULE I: (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure SchedulesBusiness is and has been, and the Acquired Companies are associated Assets are, in compliance in all material respects with all Environmental Laws, except where the failure to be in compliance would not result in a Material Adverse Change; (ii) the extent that Corporation and the Subsidiaries have obtained all permits, licences and authorizations required under Environmental Laws for the operation of the Business, or any part thereof, (the “Environmental Permits”), except where the failure to possess any such non-compliance Environmental Permit would not reasonably be expected to have result in a Material Adverse EffectChange. There All of such Environmental Permits are described in SCHEDULE H. Each such Environmental Permit is no valid and subsisting, and none of the Corporation or the Subsidiaries is in default or breach, in any material violation respect, of any of such Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are Permits and no Actions or Proceedings proceeding is pending or, to the Knowledge of Sellerthe Sellers, threatened as Threatened to revoke, amend or limit any Environmental Permit. Subject to receipt of Required Consents, none of the Execution Date against Seller (solely Environmental Permits will become void, or be in respect default, as a result of this Agreement or the completion of the Projects transactions contemplated in this Agreement; (iii) none of the Corporation or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company Subsidiaries has received written notice from of, nor been prosecuted for, an offence alleging violation of, or non-compliance with, any Governmental Authority Environmental Laws. To the Knowledge of any material violation the Sellers, there are no facts that could give rise to a notice of non-compliance with any Environmental Law which would result in respect a Material Adverse Change. None of the Projects Corporation or the Acquired Companies (other than those violations that Subsidiaries has received written notice of or have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedulesknowledge, to the Knowledge of Sellerthe Sellers, there of a threatened order of a Government Authority relating to Environmental Laws requiring any work, repairs, construction or capital expenditures to be made with respect to the Business or Assets; (iv) none of the Corporation or the Subsidiaries has been no Release received written notice or have knowledge, to the Knowledge of Hazardous Substances at the Sellers, of a threatened proceeding by a Governmental Authority, or from the Projects in violation a lawsuit, making a demand for damages or alleging other potential liability with respect to violations of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project.Laws; (v) Seller none of the Corporation or the Subsidiaries has made available used the Assets to Purchaser generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance except in compliance with Environmental Laws in all material respects; (vi) none of the Corporation or the Subsidiaries has caused or permitted the release of any Hazardous Substance in, under or on its Real Property except in compliance with Environmental Laws in all material respects; (vii) the Corporation and the Subsidiaries have provided the Buyer with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental reports, assessments or audits relating to the Corporation and documents the Subsidiaries that are in the possession or control of Seller or the Acquired Companies Corporation and that relate the Subsidiaries; (viii) the Corporation and the Subsidiaries maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws; and (ix) neither the Corporation nor the Subsidiaries has breached any obligation to actual or potential material Liabilities under report to any Governmental Authority imposed by any Environmental Laws with respect to the Projects or the LandLaw.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) The Borrower shall, and shall cause each of the Disclosure Schedulesits Restricted Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. (b) The Borrower agrees that the Administrative Agent may, except from time to time, retain, at the expense of the Borrower, an independent professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $20,000,000, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Restricted Subsidiaries without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on to the facilities currently owned, leased, operated or used by Borrower or any of its Restricted Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Obligations and to protect the Liens created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such non-compliance report to Borrower with the understanding that Borrower acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to Borrower’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Borrower, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. (c) Promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by Borrower or its Restricted Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which would not reasonably be expected to have Environmental Liabilities and Costs in excess of $20,000,000, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a Material Adverse Effect. There is no material violation reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000, (iii) any Remedial Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $20,000,000, or (y) any other Environmental Liabilities and Costs in excess of $20,000,000 that could result in Environmental Liabilities and Costs in excess of $20,000,000, (iv) discovery by Borrower or its Restricted Subsidiaries of any occurrence or condition on any material property that could cause Borrower’s or its Restricted Subsidiaries’ interest in any such property to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Law Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether Borrower or any of its Restricted Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000. (d) Borrower shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, assets, or property by Borrower or any of its Restricted Subsidiaries that would reasonably be expected to expose Borrower or any of its Restricted Subsidiaries to, or result in Environmental Liabilities and Costs in excess of $20,000,000 and (ii) any proposed action to be taken by Borrower or any of its Restricted Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be expected to subject Borrower or any of its Restricted Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of Borrower or any of its Restricted Subsidiaries as of the Closing Date. (e) Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection. (f) To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material Liability arising under respects with all applicable Environmental Laws and Permits. In the event Borrower or any Environmental Law of its Restricted Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, Borrower or any of its Restricted Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the Land. (ii) There are no Actions or Proceedings pending orapplicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, Borrower or any such Restricted Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Borrower or any of such Restricted Subsidiaries. In the event Borrower fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or any Acquired Company has received , the Administrative Agent may, upon providing the Borrower with 5 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at Borrower’s sole expense, perform whatever action the Acquired Companies (other than those violations that have been resolved or remedied)Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i3.10: (a) of the Disclosure SchedulesThe Company is, the Acquired Companies are and since January 1, 2016 has been, in compliance in all material respects with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (iib) There The Company has obtained all material Permits required under Environmental Law which are no Actions or Proceedings necessary for its operations. The Company is, and since January 1, 2016 has been, in compliance in all material respects with all terms and conditions of such Permits. (c) As of the date of this Agreement, the Company is not the subject of any past, pending or, to the Knowledge of Sellerthe Company, threatened as Action alleging Liability of the Execution Date against Seller (solely in respect Company or the Business under, or any failure of the Projects Company or the Acquired Companies)Business to comply materially with, any Environmental Law or the Acquired Companies, relating to any material violation of Permit issued under Environmental Law. None of Seller or any Acquired Notwithstanding the foregoing, the Company has not received any written notice from any Governmental Authority of any material violation of any potential Liability under Environmental Law in respect of related to the Projects Company’s or the Acquired Companies (other than those violations that have been resolved Business’s prior use of real property and/or disposal or remedied)arrangement for disposal of a Hazardous Substance. (iiid) Schedule 3.01(p)(iii) of Neither the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to Company nor any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Business released, disposed or arranged for disposal of, or exposed any Person to, any Hazardous Substances, or owned or operated any real property contaminated by any Hazardous Substances, in each case that has resulted in an investigation or cleanup by, or Liability of, the LandCompany with respect to the Business. (e) The Company has not, by operation of contract or Applicable Law, succeeded to, assumed or accepted assignment of the Liability of another Person with regard to compliance with or Liability under any Environmental Law including but not limited to the Liability for costs of investigation, remediation, removal and/or monitoring of Hazardous Substances that were actually or allegedly disposed at any location including but not limited to the Owned Real Property, the Leased Real Property and any property previously owned or leased by the Company. The representations and warranties contained in this Section 3.10 are the sole and exclusive representations and warranties relating to Environmental Law.

Environmental. Except as set out in Schedule 3.1(cc) of the Company Disclosure Letter: (i) Except as set forth The Company and its subsidiaries have carried on Schedule 3.01(p)(isince the commencement of their operations and are currently carrying on their operations in material compliance with all applicable Environmental Laws. (ii) The Company Properties and assets of the Company and its subsidiaries have materially complied and currently materially comply with all applicable Environmental Laws. (iii) The Company and its subsidiaries have obtained from the relevant Governmental Authorities, and are in material compliance with, any Environmental Authorizations required to conduct their previous and current businesses and such Environmental Authorizations remain valid and in good standing on the date hereof and will be valid and in good standing on the Effective Date. (iv) Other than as reflected in the Company Public Disclosure SchedulesRecord, neither the Acquired Companies Company nor any of its subsidiaries is subject to any material contingent or other liability relating to: (A) the restoration, remediation or rehabilitation of land, water or any other part of the Environment; (B) mine closure, reclamation, remediation or other post-operational requirements; or (C) non-compliance with Environmental Laws. (v) The Company Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. (vi) Neither of the Company nor any of its subsidiaries has caused or permitted a Release at, in, on, under or from any Company Properties, or any other properties, except in material compliance with all Environmental Laws. (vii) All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Company Properties or any other properties by the Company or its subsidiaries have been and are currently being handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws. (viii) There are no Hazardous Substances at, in, on, under or migrating from any Company Property, except in material compliance with all Environmental Laws. (ix) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location except in compliance with all Environmental LawsLaws and all Environmental Authorizations, except and no such location is: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the extent knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries. (x) No site or facility now or previously owned, operated or leased by the Company or its subsidiaries: (A) is either: (I) listed; or (II) to the knowledge of the Company, is proposed for listing, on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action; or (B) is the subject of Remedial Action. (xi) Neither the Company nor any of its subsidiaries has caused or permitted a Release on or to any Company Properties, or any other properties, in such non-compliance a manner as would not reasonably be expected to: (A) impose liability for: (I) cleanup; (II) natural resource damages; (III) loss of life; (IV) personal injury; (V) nuisance; or (VI) damage to have other property, or (B) result in: (I) imposition of a Material Adverse Effect. There is no material violation lien, charge or other encumbrance on; or (II) the expropriation of, any Company Properties or any of the assets of the Company or its subsidiaries. (xii) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any Environmental Law proceeding, action or other material Liability claim, liability or potential liability arising under any Environmental Law with respect that is pending or to the Projects or knowledge of the LandCompany, threatened against the Company as of the date of this Agreement. (iixiii) There are no Actions The Company is not aware of any facts or Proceedings pending or, circumstances that reasonably could be expected to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating give rise to any material violation of Environmental Law. None of Seller such notice, action or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forthclaim, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectpotential liability. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. Except as described on Schedule 3.06: (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened the Real Property is in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets, taken as a whole; (ii) Seller has not received written notification within the three-year period preceding the date of this Agreement from any Governmental Entity with respect to any current material violations of or liability under any Environmental Laws concerning the Execution Date against Seller Purchased Assets; (solely in respect iii) to the Knowledge of the Projects Seller, there are no claims, actions, suits or the Acquired Companies)Legal Proceedings pending or threatened, at law or the Acquired Companiesequity, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of liability under any Environmental Law in respect of concerning the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. Purchased Assets; (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or threatened Release at, on, under or from the Projects in violation Purchased Assets of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Hazardous Materials except such matters as currently conducted that would not reasonably be reasonably expected to trigger any obligation have a material adverse effect on the Purchased Assets, taken as a whole; (v) to the Knowledge of Seller Seller, there are no facts or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or circumstances that would could reasonably be reasonably expected to result in a material the imposition of liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available pursuant to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws Law upon Buyer with respect to the Projects Purchased Assets, except such matters as would not reasonably be expected to have a material adverse effect on the Purchased Assets, taken as a whole; (vi) Seller has provided to Buyer copies of the reports and investigations within its possession or control regarding the environmental condition of the Purchased Assets that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and complete list of all material Environmental Permits pertaining to the Project; (viii) Seller currently has all material Environmental Permits that are required for the operation of the Project as presently operated, all of which are in full force and effect; and (ix) to the Knowledge of Seller (a) Seller is not in violation of any terms or conditions of any such Environmental Permit, other than any such violation, breach or default that would not reasonably be expected to have a material adverse effect on Seller, the Project or the LandPurchased Assets, (b) no written notice of a pending violation of any material Environmental Permit has been received by Seller, and (c) no proceeding is pending or threatened to revoke, prevent the renewal of, or limit any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to Environmental Laws, Environmental Conditions and Environmental Permits.

Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters 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, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10. (ia) Except as set forth on Schedule 3.01(p)(i5.10(a)-1, (i) of Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Disclosure SchedulesPurchased Assets as they are currently being owned, maintained and operated, and to conduct the Acquired Companies are Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (ii) with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with all the requirements of such material Environmental Permits and Environmental Laws, except and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to the extent that suspend, revoke, or withdraw any such non-compliance Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material violation Environmental Permits held by Seller for the operation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandBusiness. (iib) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect individually or in the name of an Acquired Company. (iv) Except aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 3.01(p)(iv5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Disclosure SchedulesBusiness or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be expected to the Knowledge of Sellerhave a Material Adverse Effect or as set forth on Schedule 5.10(c), (i) there is and has been no Release of Hazardous Substances at from, in, on, or from beneath the Projects in violation of Real Property that could form a basis for an Environmental Laws Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or Permits required by or issued pursuant the Business, which are pending or, to any Environmental Law for the developmentSeller’s Knowledge, construction, ownership, use or operation threatened against Seller. To Seller’s Knowledge as of the Land date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and of all Environmental Claims pending or threatened against Seller that are principally related to the Purchased Assets or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.Business. 1-LA/903877.26

Environmental. 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 Phase I, Buyer shall have thirty (30) days following its receipt of the Phase I to cause a Phase II Assessment to be completed (the "Phase II"). If a Phase II is not affirmatively recommended in the Phase I or if Buyer does not cause a Phase II to be completed within the timeframe set forth above, Seller shall have no further obligations to provide access to Buyer in connection with environmental studies and due diligence under this Section 7.06 as to such Assumed Lease Stores or the Owned Stores. If any toxic or hazardous substance or materials, asbestos, lead containing materials or underground storage tanks is disclosed by any Phase I or Phase II as to which (i) Except as set forth on Schedule 3.01(p)(iRemediation (defined below) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any by Environmental Law to be acquired performed by Seller (or held if the transaction closes, would be required to be performed by Buyer) then Seller shall, within (5) days after receipt of notice from Buyer thereof, inform Buyer if Seller, in its sole discretion, shall commence and diligently pursue the removal, remediation or disposal of any such toxic or hazardous substance or material, asbestos, lead containing materials or underground storage tanks in the manner required by Environmental Law ("Remediation"). If Seller, in its sole discretion, is unwilling or unable to perform such Remediation, Buyer will notify Seller within five (5) days from the expiration of such period to state whether Buyer will: (a) elect to waive any such environmental condition and the Remediation related thereto, release Seller from any obligation or liability for the benefit of Seller or Acquired Companies for environmental condition and the developmentRemediation related thereto, construction, ownership, use or operation and complete the acquisition of the Land or the business of the Acquired Companies as currently conducted. Except as set forth Purchased Assets in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Releaseaccordance with this Agreement, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project(b) terminate this Agreement. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. To such Seller’s knowledge, or except as may be set forth in the Existing Environmental Reports or other written Due Diligence Material or as alleged in the correspondence from ▇▇▇▇▇▇▇ Law Firm to ▇▇▇▇▇ Management Company, Inc. dated December 20, 2005, (i) Except as set forth on Schedule 3.01(p)(i) such Seller has no knowledge of the Disclosure Schedulespresence of any Hazardous Substances on the Property owned by such Seller, other than such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the Acquired Companies are operation, repair and maintenance of an office building, or as may be used, stored and disposed of by the tenants under the Leases in compliance with all Environmental Laws, except to the extent conduct of their businesses at the Property owned by such Seller; (ii) such Seller has not used and has no knowledge that any other person has used the Property owned by such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation Seller for the generation, recycling, use, reuse, sale, storage, handling, transportation and/or disposal of any Environmental Law Hazardous Substances on such Property (except for such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, maintenance and repair of an office building, or other material Liability arising as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Property owned by such Seller); and (iii) Seller has not received any written notification from any governmental authority as to any violations of or failure to comply with any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Property owned by such Seller, threatened . The representations and warranties made in this Agreement by each Seller shall be continuing and shall be deemed made as of the Execution Date against date hereof and remade by such Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, Closing Date in all material Permits required respects, with the same force and effect as if made on, and as of, such date, subject to such Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of such Seller to be delivered pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conductedSection 5.1(i) hereof. Except as set forth otherwise expressly provided in Schedule 3.01(p)(iii) this Agreement or in any documents to be executed and delivered by such Seller to Purchaser at the Closing, such Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Properties, whether made by such Seller, on behalf of such Seller, or otherwise, including, without limitation, the physical condition of the Disclosure SchedulesProperties, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) financial condition of the Disclosure Schedulestenants under the Leases, title to or the boundaries of the Properties, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants or the Properties, and any other information pertaining to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land Properties or the business market and physical environments in which the Properties are located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, making and relying upon its own investigation or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments Purchaser’s own consultants and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws representatives with respect to the Projects physical, environmental, economic and legal condition of the Properties and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Sellers to Purchaser at the LandClosing, made (or purported to be made) by Sellers or anyone acting or claiming to act on behalf of Sellers. Purchaser will inspect the Properties and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Properties in their “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph shall survive the Closing until September 30, 2006, subject to Article 11 hereof.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would where a violation or failure is not reasonably be expected likely to have a Material Adverse Effect. There , (i) keep any material property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent with written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that a material Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which is no material reasonably likely to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order to the extent that any of the foregoing are reasonably likely to have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and 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 generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law or other material Liability arising under and/or (E) any Environmental Law with respect Action filed against the Agent or any Lender to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as extent that any of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating foregoing is reasonably likely to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)a Material Adverse Effect. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. Except as disclosed under Disclosure Schedule, it is represented as follows. (a) The Company has complied at all times with applicable Environmental Law and relevant Environmental Permits (all of which are valid and subsisting). (b) In particular: (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, Company does not have to put in place any further air emission treatment system; the Acquired Companies air emission stacks are in compliance with the applicable technical reference standards; the emissions are treated before their discharging to the atmosphere and comply with the relevant emission limit values, in accordance with all Environmental LawsLaws and Environmental Permits; the Company is not liable for any violation of any of the prescriptions of the Authority included in the air emissions authorization, except nor of the prescriptions as to the extent that air emissions limit values provided under the applicable Environmental Laws; (ii) the Company is not liable for any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any and Environmental Law with respect Permit relating to the Projects or the Land.water discharges; (iiiii) There are no Actions or Proceedings pending orthe Company is registered in the so-called “SISTRI system” in relation to non-hazardous waste only while, as noted in the Disclosure Schedule, the accomplishments for extending such registration also to hazardous waste have still to be made. The Company is not responsible for the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law Laws relating to the waste management, including waste classification, storage, deposit, treatment and disposal; the Company correctly keeps the waste loading and unloading registers and the waste identification forms. All external contractors involved in respect the Company’s waste management comply with the applicable laws and regulations; (iv) the Company is not liable for any violation of the Projects or laws relating to the Acquired Companies (other than those violations that have been resolved or remedied).external acoustic emissions limit values; (iiiv) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forthCompany does not use, as of the Execution Dateand has never used, all material Permits required asbestos, and no asbestos requiring interventions pursuant to any the Environmental Law to be acquired Laws is present in the premises or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or locations where the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) Company is conducted or where the Employees work or the past employees of the Disclosure SchedulesCompany have worked. The Company has always complied with its obligations under applicable laws and regulations with regard to the presence of asbestos in existing buildings. The Company is not liable for any violation of the laws relating to asbestos; (vi) no areas where the Company is materially located and/or no real properties used in connection with its Business, such Permits including soil, subsoil, surface waters, underground waters and aquifers: (a) are or have been obtained in a timely manner contaminated by any Hazardous Substances; (b) has not been ascertained any contamination connected to activities carried out by the Company and/or previous owners of the same areas and are presently maintained in full force properties, which may entail, after the Closing Date, any responsibility, obligation and/or liability of the Buyer; (vii) no written notice of any pending or threatened Environmental Claim has been received by the Company; (viii) the Company is not been claimed by any Authority as being liable for any violation of (and effect in the name is fully compliant with) Legislative Decree of an Acquired Company3 April 2006, n. 152, Presidential Decree no. 151/2011, Presidential Decree n. 203/1988, Presidential Decree no. 59/2013, Legislative Decree n. 49 of March 14, 2014, Law 447/1995, DPCM 14 November 1997, Legislative Decree no. 27 of March 4, 2014, Law n. 257 of March 27, 1992, Ministerial Decree 6 September 1999, Ministerial Decree dated November 29, 2002. (ivc) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) The Seller has made available to Purchaser the Buyer all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under existing Environmental Laws with respect to the Projects or the LandDocuments.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Company Material Adverse EffectEffect or as disclosed in Schedule 2.21(a) of the Company Disclosure Letter: (i) Each of the Company and its Subsidiaries has secured, and is in compliance in all material respects with, all Environmental Permits required in connection with its operations and the Real Property. There Each Environmental Permit, together with the name of the Governmental Entity issuing such Environmental Permit, is set forth in Schedule 2.21(a)(i) of the Company Disclosure Letter. All such Environmental Permits are valid and in full force and effect, none of such Environmental Permits will be terminated or impaired or become terminable as a result of the consummation of the Arrangement and, to the Company’s knowledge, there are no circumstances that exist which would reasonably be expected to result in the revocation, suspension, amendment or material violation alteration of any Environmental Law Permit. Each of the Company and its Subsidiaries is in compliance in all material respects with all Environmental Laws. Neither the Company nor any of its Subsidiaries has received written notice alleging that the Company or other material Liability arising under any of its Subsidiaries is not in such compliance with Environmental Law with respect to the Projects or the LandLaws. (ii) There are no Actions or Proceedings past, pending or, to the Knowledge of SellerCompany’s knowledge, threatened as Environmental Actions against or affecting the Company or any of its Subsidiaries, and the Execution Date against Seller (solely in respect Company is not aware of any facts or circumstances which could reasonably be expected to form the Projects or the Acquired Companies), or the Acquired Companies, relating to basis for any material violation of Environmental Law. None of Seller Action against the Company or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)its Subsidiaries. (iii) Schedule 3.01(p)(iii) Neither the Company nor any of its Subsidiaries has entered into or agreed to any material Order, and neither the Disclosure Schedules sets forthCompany nor any of its Subsidiaries is subject to any outstanding material Order, as of the Execution Date, all material Permits required pursuant relating to compliance with any Environmental Law or to be acquired investigation or held by or for the benefit cleanup of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired CompanyHazardous Substance under any Environmental Law. (iv) Except as set forth on Schedule 3.01(p)(iv) No Lien has been attached to, or asserted against, the assets, property or rights of the Disclosure SchedulesCompany or any of its Subsidiaries pursuant to any Environmental Law, and, to the Knowledge Company’s knowledge, no such Lien has been threatened. (v) There are no Hazardous Substances present in, on, at under or migrating to or from any Real Property or other real property currently or formerly owned operated or leased by the Company or any of Sellerits Subsidiaries (for former properties, where such substances arise out of the period of ownership or occupation by the Company or any of its Subsidiaries) in amount or condition that could be expected to give rise to an Environmental Action against, or any Environmental Liability of the Company or any of its Subsidiaries. (vi) To the Company’s knowledge, there has been no Release of any Hazardous Substance from any Real Property or other real property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries (for former properties, where such substances were Released during the period of ownership or occupation by the Company or any of its Subsidiaries). (vii) To the Company’s knowledge, neither the Company nor any of its Subsidiaries has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substances at to any off site location which is an Environmental Clean-up Site. (viii) None of the Real Property is or, to the knowledge of the Company, is being considered to become an Environmental Clean-up Site. (ix) To the Company’s knowledge, no part of the Real Property has ever been used as a landfill or from for the Projects in violation disposal or deposit of Environmental Laws or Permits required by or issued waste. (x) To the Company’s knowledge, there is no written restriction imposed, pursuant to any Environmental Law for Law, on the development, construction, ownership, use of any Real Property or operation any part of the Land Real Property or on the business operations or scope of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of the Company or any Projectof its Subsidiaries (except as may be apparent in any Environmental Permits). (vxi) Seller To the Company’s knowledge, there are no underground storage tanks on the Real Property. (xii) None of the Company or any of its Subsidiaries have expressly assumed the liability of any Person relating to the Environment in connection with the sale or purchase of businesses or real properties. (b) The Company has provided or made available to Purchaser Parent true and complete copies of, or access to, all material material: (i) Environmental Permits, (ii) all written communications with any Governmental Entity except for routine ones received since April 1, 2006 relating to any Environmental Permit or Environmental Law; and (iii) written environmental reports, assessments assessment materials and documents reports that are have been prepared by or on behalf of the Company or any of its Subsidiaries in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Landlast five years.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to To the extent that any such non-compliance would not reasonably be expected in Seller’s actual possession, Seller has delivered to have a Material Adverse Effect. There is no material violation of any Environmental Law Purchaser or other material Liability arising under any Environmental Law made available all environmental or geological reports with respect to the Projects Property. All of the representations and warranties contained in this paragraph 5 are made by Seller as of the date hereof. All references elsewhere in this Contract to “Seller’s knowledge” or “Seller’s actual knowledge”, the Land. “best of Seller’s knowledge” or words of similar import (i) shall refer solely to the current, actual knowledge (as opposed to constructive, deemed or imputed knowledge) of ProFrac Holdings, LLC. Notwithstanding anything in this Contract to the contrary, in the event that any of the Seller’s representations or warranties in this Contract become untrue or materially inaccurate between the Effective Date and the date of Closing, Seller shall promptly notify Purchaser of same before Closing in writing, whereupon Purchaser shall as its sole and exclusive alternative remedies have the right to either (i) terminate this Contract within three (3) days of receipt of notice of such fact by giving written notice of termination to Seller within said period and the parties shall have no further obligations hereunder, or (ii) There are no Actions waive any claim or Proceedings pending or, cause of action relating to such fact and proceed to Closing. In the Knowledge event that Purchaser does not give a written notice of Seller, threatened as termination to Seller within three (3) days of receipt of notice of the Execution Date against Seller (solely in respect of the Projects untruth or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority inaccuracy of any material violation representation, the foregoing right of termination shall be deemed null and void and of no further force and effect, and Purchaser waives the right to bring any Environmental Law in respect action as a result of such breach or inaccuracy. Purchaser expressly acknowledges that the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forthProperty is being sold and accepted AS-IS, WHERE-IS WITH ALL FAULTS, and, except as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as expressly set forth in Schedule 3.01(p)(iii) of the Disclosure Schedulesthis Section 5, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure SchedulesSeller makes no representations or warranties, to the Knowledge of Seller, there has been no Release of Hazardous Substances at express or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws implied with respect to the Projects physical condition or any other aspect of the LandProperty. Purchaser represents and warrants that Purchaser (or its representatives) have been afforded the opportunity to fully and thoroughly inspect the Property and shall have satisfied itself therewith if Purchaser proceeds to Closing.

Environmental. (ia) Except Each Acquired Company (including any current or former Subsidiaries) is, and for the prior three (3) years (except, as set forth on Schedule 3.01(p)(ito former Subsidiaries, only while owned by either Acquired Company) of the Disclosure Scheduleshas been, the Acquired Companies are in material compliance with all applicable Environmental Laws. Each Acquired Company possesses all Permits necessary for the conduct of the Business by it and for the ownership, except use, and operation of its Assets under Environmental Laws; such Permits are valid and in full force and effect; each Acquired Company is, and for the prior three (3) years has been, in material compliance with all such Permits, and to the extent Company’s Knowledge, there is no Action pending or threatened that seeks the revocation, cancellation, suspension or adverse modification of any such non-compliance would not reasonably be expected Permit. Neither Acquired Company (nor any of their current Subsidiaries or former Subsidiaries while owned by either Acquired Company) has received any written notice, demand, request for information, citation, summons or Governmental Order, and, to have a Material Adverse Effect. There the Company’s Knowledge, there is no material Action pending or threatened against either Acquired Company regarding any actual or alleged violation of by such Acquired Company of, or Liabilities arising under, any applicable Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) Laws that remains unresolved. There are no Actions or Proceedings pending material Liabilities existing or, to the Knowledge of SellerCompany’s Knowledge, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of the Business under any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conductedLaws. Except as set forth in Schedule 3.01(p)(iii) Section 4.22 of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of any Hazardous Substances at Materials on, at, under or from any Owned Real Property or Leased Real Property during the Projects time owned or leased by either Acquired Company (or any of their current or former Subsidiaries) or, to the Company’s Knowledge, prior to the ownership or lease by either Acquired Company (or any of their current or former Subsidiaries) or, to the Company’s Knowledge, any property formerly owned, leased or occupied by either Acquired Company (or any of their respective current Subsidiaries or former Subsidiaries while owned by either Acquired Company) or, to the Company’s Knowledge, any off-site location to which Hazardous Materials generated by either Acquired Company were sent for treatment, recycling, storage or disposal that has resulted in violation any material remedial or corrective action obligation or any material Liability of either Acquired Company under any Environmental Law that remains unresolved or that could reasonably be expected to result in any material remedial or corrective action obligation or any material Liability of either Acquired Company under any Environmental Law. Except as set forth in Section 4.22 of the Disclosure Schedules, neither Acquired Company has assumed or provided indemnity against any Liability of any other Person under any Environmental Laws, including any obligation for corrective or remedial action. (b) Each Acquired Company has made available to Buyer true, correct and complete copies of all reports of environmental audits, assessments, investigations, sampling results or other environmental studies or analyses (including any environmental inspection of the sort generally referred to as a Phase I environmental site assessment or Phase II environmental site assessment or similar reports) in the Acquired Company’s possession or control relating to the Owned Real Property, Leased Real Property, or any property formerly owned, leased or occupied by the Acquired Company or any of its current or former Subsidiaries. (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 4.22 are the sole and exclusive representations and warranties with respect to environmental matters, including any arising in respect of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectthereunder. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. Without limiting in any way the representations and warranties contained elsewhere in this Agreement, Seller hereby represents and warrants to Purchaser as follows: (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all The Environmental Laws, except Questionnaire related to the extent that any such non-compliance would not reasonably be expected Properties delivered by or on behalf of Seller to have a Material Adverse Effect. There Purchaser is true, correct and complete in all respects, and no material violation of any Environmental Law or other material Liability arising under any Environmental Law adverse change has occurred with respect to the Projects information provided in the Environmental Questionnaire since the date the Environmental Questionnaire was prepared or the Landdelivered to Purchaser. (ii) There are no Actions No Hazardous Materials or Proceedings pending orRegulated Substances, except in Permitted Amounts, exist on, under or about the Properties or have been transported to or from the Properties or used, generated, manufactured, stored or disposed of on, under or about the Properties by Seller and, to the Knowledge of Seller’s actual knowledge, threatened as of the Execution Date against by any other Person. Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received no notice (written notice from any Governmental Authority of any material or oral) that the Properties are in violation of any Environmental Law in respect Hazardous Materials Laws relating to industrial hygiene or the environmental conditions on, under or about the Properties, including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Properties. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that de minimus amounts of materials required for the normal maintenance and operating of the Projects or Properties for medical education/office use are used, stored and disposed of on the Acquired Companies (other than those violations that have been resolved or remedied)Properties in accordance with all applicable Hazardous Materials Laws. (iii) Schedule 3.01(p)(iii) To the best of Seller’s knowledge, there is no past or present non-compliance with Hazardous Materials Laws, or with permits issued pursuant thereto, in connection with the Properties; all uses and operations on or of the Disclosure Schedules sets forthProperties, by Seller have been in compliance with all Hazardous Materials Laws and environmental permits issued pursuant thereto; all USTs, if any, located on or about the Properties are in full compliance with all Hazardous Materials Laws, and as of the Execution Datedate hereof, Seller is in compliance with the requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (as such term is defined under the UST Regulations) located at the Properties. The Properties have been kept free and clear of all material Permits required pursuant Environmental Liens and Seller has not expressly allowed any tenant or other user of the Properties (including without limitation, Lessee) to do any act that increased the dangers to human health or the environment, posed an unreasonable risk of harm to any Environmental Law to be acquired Person (whether on or held by or for off the benefit of Seller or Acquired Companies for Properties), impaired the development, construction, ownership, use or operation value of the Land Properties in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired CompanyProperties. (iv) Except as set forth on Schedule 3.01(p)(ivNo Seller Entity has received any written or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Materials, Regulated Substances or USTs, or remediation thereof, of the Disclosure Schedulespossible liability of any Person (including without limitation, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued Lessee) pursuant to any Environmental Law for Hazardous Materials Law, other environmental conditions in connection with the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such ReleaseProperties, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws administrative or judicial proceedings in connection with respect to any of the Projects or the Landforegoing.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of the Disclosure SchedulesThe Purchased Business, the Acquired Companies Leased Property and the Premises have been and are in material compliance with all Environmental Laws. (b) Neither the Vendor nor the Company has used or permitted to be used, except in compliance with all Environmental Laws, except the Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the extent that knowledge of the 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 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 non-compliance would not reasonably be expected prior to have a Material Adverse Effectprosecution. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions written notices, orders or Proceedings pending ordirections relating to environmental matters or other matters governed by Environmental Laws requiring, to or notifying the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects Vendor or the Acquired Companies)Company that it is or may be responsible for, any work, repairs, construction or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law capital expenditures to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Purchased Business, its assets, the Leased Property, or the LandPremises. 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. (e) Neither the Vendor nor the Company has caused or permitted, nor has there been to the knowledge of the Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the Leased Property or the Premises or the Purchased Business or any such Release on or from a facility which was previously owned or leased, or any such Release, to the Vendor's knowledge, on or from a facility owned or operated by any third party but with respect to which the Vendor 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 Purchased Business have been disposed of, treated and stored by the Vendor and the Company in compliance with all Environmental Laws. (g) The Vendor has made available to the Purchaser all documents in the Vendor's or the Company's possession or under its control relating to compliance by the Vendor or the Company with or claims against the Vendor or the Company under Environmental Laws or to any other environmental or occupational health and safety matter in connection with the Leased Property, the Premises or the Purchased Business.

Environmental. (i) Notwithstanding anything herein to the contrary, the representations and warranties contained in this Section 4.11 are the sole and exclusive representations and warranties of the Seller pertaining or relating to any Environmental Matters or Environmental Laws. Except as set forth on Schedule 3.01(p)(i4.11: (a) The Seller and DNE hold all Permits that are required under Environmental Laws for the ownership and operation of the Disclosure SchedulesFacility as presently conducted (“Environmental Licenses and Permits”), which Environmental Licenses and Permits are set forth on Schedule 4.11. (b) All such Environmental Licenses and Permits are in full force and effect and are transferable or eligible for transfer to or reapplication by the Buyer under Environmental Laws. (c) To the Seller’s Knowledge, the Seller, DNE and the Acquired Companies Assets are in compliance with all Environmental LawsLaws applicable to the Facility and all Environmental Licenses and Permits, except where failure to comply would not result in material liabilities, penalties or fines under Environmental Law or the revocation of Environmental Licenses and Permits. (d) The Seller and DNE are not subject to any Order or binding arbitral decision with respect to Environmental Laws relating to the extent Acquired Assets that any such non-compliance has not been fulfilled, except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (iie) There are no Actions or Proceedings pending or, to the Knowledge of Seller’s Knowledge, threatened as of in writing against the Execution Date against Seller (solely or DNE in respect of the Projects or the Acquired Companies), or the Acquired Companies, Assets relating to any material violation of Environmental Law. None of Matters or arising under Environmental Laws, and the Seller or any Acquired Company has and DNE have not received written notice from any Governmental Authority Notice of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)such Proceedings. (iiif) Schedule 3.01(p)(iiiTo the Seller’s Knowledge, (i) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at Materials has occurred on, in, under, from or above the Owned Real Property, (ii) no Hazardous Materials have been treated, handled, stored, used or Released at, on, under or from the Projects Acquired Assets or and (iii) at any off-site location to which such Hazardous Materials were disposed or arranged for disposal by the Seller, except in violation the case of each of the foregoing as would not, individually or in the aggregate, have a Material Adverse Effect. (g) Except to the extent that any of the following is protected by attorney-client privilege, the Seller has delivered or made available to the Buyer true and complete copies of all environmental reports documenting compliance of operations or environmental conditions at the Acquired Assets in the possession of the Seller or its Affiliates, as well as material correspondence with Governmental Entities relating to Environmental Laws Matters at the Facility or Permits required by the Acquired Real Property or issued pursuant to any Environmental Law for concerning the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents Facility that are in the possession of Seller’s or its Affiliates’ possession. (h) To the Seller’s Knowledge, the Seller or the Acquired Companies DNE has filed and that relate to actual maintained all material Notices, records, reports, environmental management or potential material Liabilities under Environmental Laws with respect response plans and applications relating to the Projects or current operation of the LandFacility as required under applicable Environmental Laws.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) Each member of the Disclosure Schedules, the Acquired Companies are in compliance with Group has all Environmental Permits required to enable it to conduct its business lawfully under the terms of the Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely Each such Environmental Permit is in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)full force and effect. (iii) Schedule 3.01(p)(iii) No proceeding or other action of whatever nature is pending or is threatened or, so far as the Disclosure Schedules sets forthSeller is aware, as is under consideration seeking the suspension, revocation, variation, limitation of the Execution Date, all material Permits required pursuant or otherwise relating to any Environmental Law Permit or seeking to be acquired impose any penalty under any Environmental Permit or held by Environmental Laws. This warranty does not apply to the Properties at Bawtry or for the benefit of Seller Loxley in so far as it relates to matters other than suspension or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Companyrevocation. (iv) Except There are no facts or circumstances which will or are likely to result in any Environmental Permit being suspended, revoked or, so far as set forth on Schedule 3.01(p)(ivthe Seller is aware, varied or limited prior to renewal or expiry. This warranty does not apply to the Properties at Bawtry or Loxley in so far as it relates to matters other than suspension or revocation and only applies to variation or limitation where the seller is aware both (a) of the Disclosure Schedules, relevant facts or circumstances; and (b) that such facts or circumstances are likely to the Knowledge of Seller, there has been no Release of Hazardous Substances at lead to a variation or from the Projects in violation of Environmental Laws limitation prior to renewal or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectexpiry. (v) No appeals are pending or being contemplated in respect of the refusal of or conditions contained in any Environmental Permit or any action taken in respect of any Environmental Permit. This warranty does not apply to the Properties at Bawtry and Loxley. (i) So far as the Seller is aware, each member of the Group is and always has made available to Purchaser been in full compliance with the Environmental Permits and Environmental Laws in all material environmental reports, assessments respects and documents that are the use of all the Properties and the machinery and other property employed in the possession conduct of the Group Business has been and is in accordance with the Environmental Permits and Environmental Laws in all material respects. (ii) No notice, notification, demand, request for information, summons, complaint or order has been issued, no complaint has been made, no penalty has been assessed and, so far as the Seller is aware, no investigation or review is pending or is threatened, by any public authority having responsibility for Environmental Matters or by any other person with respect to: (a) any alleged violation by each member of the Acquired Companies and that Group of any Environmental Law including the failure by each member of the Group to report to the proper governmental entity the occurrence of any event which is required to be so reported by any Environmental Law; or (b) any alleged failure by each member of the Group to have or to operate in compliance with any Environmental Permit; or (c) any Environmental Matter relating to the acts or omissions of each member of the Group (or of those other persons for whom it is liable) or any of the Properties. This warranty 22(B)(ii) does not apply to the renewal of Environmental Permits or to matters relating to routine compliance with Environmental Laws or routine monitoring under Environmental Laws or in relation to any matter which does not constitute or relate to an actual or potential material Liabilities under breach of Environmental Laws with respect Laws. (C) None of the warranties in this Warranty 22 apply to Relevant Environmental Matters as defined in the Projects or the LandEnvironmental Deed.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies The Purchased Assets and Business are and have been in material compliance with all applicable Environmental Laws, except to the extent that any where such non-compliance would not be reasonably expected to have a Material Adverse Effect; (b) Sellers have obtained and are in compliance with all Permits required under applicable Environmental Laws, except for the failure to have obtained such Permits, or be in compliance with such laws, as would not be reasonably expected to have a Material Adverse Effect and there are no actions pending, or to Sellers' Knowledge threatened, to revoke, suspend, modify or limit any such Permit; (c) To Sellers' Knowledge there are no claims, actions, proceedings, or investigations pending, or threatened, against Sellers relating to the Purchased Assets or the Business arising under any Environmental Law except for such claims, actions, proceedings or investigations that have been fully resolved with no future liability or obligation on the part of the Business or that are not reasonably likely to result in a Material Adverse Effect; (d) To Sellers' Knowledge, no releases of Regulated Substances have occurred at any of the Purchased Assets or in connection with the operation of the Business which are likely to result in imposition of liability for cleanup, personal injury, property damage or natural resource damage that would reasonably be expected to have a Material Adverse Effect. There is no material violation of ; (e) Sellers have not received any Environmental Law written notice from any person or other material Liability arising Governmental Authority that Sellers may be potentially liable under any Environmental Law for response actions or natural resource damages at any location arising out of conditions at the Purchased Assets or relating to past or current operations of the Business except with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations such matters that have been fully resolved with no future liability or remedied). (iii) Schedule 3.01(p)(iii) obligation on the part of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, Business or that would be are not reasonably expected likely to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project.Material Adverse Effect; and (vf) Seller has made available to Purchaser all material environmental reports, assessments The representations and documents that warrants set forth in this Section 5.16 are in the possession of Seller or the Acquired Companies Sellers' sole and that relate to actual or potential material Liabilities under Environmental Laws exclusive representations and warranties with respect to the Projects or the Landenvironmental matters.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) 4.22(a), to the Knowledge of the Disclosure SchedulesSeller, (i) none of the Acquired Companies Company or the Subsidiaries have installed, used or operated any, and there are no, underground tanks and related pipes, pumps and other ancillary facilities regardless of their use or purpose whether active or abandoned at the Owned Real Property and (ii) any such underground tanks and related pipes, pumps and other ancillary facilities that are at the Owned Real Property are in good condition and repair, have not leaked and are in compliance with all current requirements under any Environmental LawsLaw. (b) Except as set forth on Schedule 4.22(b), except to the extent Knowledge of the Seller, (i) each of the Company and the Subsidiaries is presently and for the past five years has been, in material compliance with all Environmental Laws applicable to the Owned Real Property, formerly owned, leased or operated locations of the business, or to the business operations of the Company and the Subsidiaries, and (ii) there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any such non-compliance would not reasonably be expected other type of response action pursuant to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under that would be reasonably likely to form the basis for any liability of any kind pursuant to any Environmental Law with respect to the Projects or the LandLaw. (iic) There are Except as set forth on Schedule 4.22(c), none of the Seller, the Company or the Subsidiaries have, during the past five years, received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws applicable to the Company or a Subsidiary’s operations or the Owned Real Property which remain uncured or unresolved. (d) Except as set forth on Schedule 4.22(d)(i), to the Knowledge of the Seller, each of the Company and its Subsidiaries are, and for the five years preceding the Closing Date have been, in material compliance with all permits, licenses and 45 authorizations required under Environmental Laws for its operation at and occupancy of the Owned Real Property, the business and the Mt. Holly As▇▇▇▇ (“Environmental Permits”). Except as set forth on Schedule 4.22(d)(ii), no Actions or Proceedings Proceeding is pending or, to the Knowledge of the Seller, threatened as to revoke, modify or terminate any Environmental Permit required under Environmental Laws for the operations of the Execution Date against Seller (solely in respect Company or a Subsidiary at or the occupancy of the Projects Owned Real Property. (e) None of the Company or the Acquired Companies)Subsidiaries are a party to or subject to (i) any outstanding Order, consent decree or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice administrative order from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by (ii) any Contract with any Governmental Authority or for the benefit Person respecting (A) Environmental Laws, (B) remedial action or (C) any Release or threatened Release of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired CompanyHazardous Material. (ivf) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules4.22(f), to the Knowledge of the Seller, none of the Company or the Subsidiaries have generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Owned Real Property or any real property formerly owned, leased or operated by the Company or the Subsidiaries, except in a manner that would not reasonably be expected to result in a Liability under, and in compliance with, all applicable Environmental Laws. (g) Except as set forth on Schedule 4.22(g), to the Knowledge of the Seller, (i) there has been no Release or Threat of Release of any Hazardous Substances Material at or in the vicinity of the Owned Real Property or from the Projects in violation respective businesses of Environmental Laws the Company and the Subsidiaries that requires or Permits required by would be reasonably likely to require reporting, investigation, assessment, cleanup, remediation or issued any other type of response action pursuant to any Environmental Law for Law, and (ii) there has been no Release or Threat of Release, of any Hazardous Material at or in the development, construction, ownership, use vicinity of property formerly owned or operation of leased by the Land Company or the business of the Acquired Companies as currently conducted a Subsidiary that requires or would be reasonably expected likely to trigger require reporting, investigation, assessment, cleanup, remediation or any obligation other type of Seller response action by the Company or the Acquired Companies under a Subsidiary pursuant to any Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectLaw. (vh) Seller Except for any such matter which has made available to Purchaser all material environmental reportsbeen resolved or is set forth on Schedule 4.22(h), assessments and documents that are in none of the possession of Seller Company or the Acquired Companies and that relate Subsidiaries have (i) entered into or been subject to actual any consent decree, compliance order or potential material Liabilities under Environmental Laws administrative order with respect to the Projects Owned Real Property or formerly owned, leased or operated property or any facilities or operations thereon, (ii) received notice under the citizen suit provisions of any Environmental Law, (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (i) None of the Company or the LandSubsidiaries have assumed, undertaken, agreed to indemnify for, or otherwise become subject to, any liability of any other Person relating to or arising from any Environmental Law. (j) The Seller has delivered, or caused to be delivered or made available or provided the opportunity for access at the Mt. Holly Fa▇▇▇▇▇y, to the Buyer, upon Buyer’s reasonable request for same, copies of all material documents, records and information in the Seller’s, the Company’s or a Subsidiary’s 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 Owned Real Property or formerly owned or leased property, spill control plans and environmental agency reports and correspondence.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except where failure to the extent that any such non-compliance do so would not reasonably be expected to have cause a Material Adverse Effect, Borrower shall comply in all material respects with all Environmental Laws applicable to it. There is no material violation Borrower shall immediately notify Agent and Lenders of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held remedial action taken by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities Borrower under Environmental Laws with respect to Borrower’s business operations. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, Borrower shall not use or permit any other party to use any Hazardous Substances at or on any Collateral except such materials as are incidental to the Projects Borrower’s normal course of business, maintenance and repairs and which are handled in compliance with all applicable Environmental Laws. Upon the reasonable written request of Agent or Lenders following the occurrence of any event or the Landdiscovery of any condition which Agent or Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 5(p) to be untrue in any material respect, furnish or cause to be furnished to Agent or Lenders, at Borrower’s expense, a report of an environmental assessment of reasonable scope, form and depth by a consultant reasonably acceptable to Agent and Lenders as to the nature and extent of the presence of any Hazardous Substances at or on any Collateral and as to the compliance by Borrower or any of its Affiliates with Environmental Laws at or on such Collateral. If Borrower fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request, then Agent or Lenders may arrange for the same, and, without limitation of any other rights afforded Agent hereunder, Borrower hereby grants to Agent, Lenders and their respective representatives access to such Collateral to reasonably undertake such an assessment. The reasonable cost of any assessment arranged for by Agent or Lenders pursuant to this provision shall be payable by Borrower on demand and added to the Obligations. Borrower shall provide Agent, Lenders and their respective agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Substances used, generated, manufactured, stored or disposed of by their business operations relating to the Collateral within ten (10) days of the request therefor.

Environmental. Except as set forth in Schedule 3.17: (a) There are no Environmental Claims (or any Litigation against any Person whose Liability for environmental matters, or any violation of Environmental Laws, Seller has or may have retained or assumed contractually or by operation of Law) pending or threatened with respect to (i) the ownership, use, condition, or operation of Seller's business, or any Asset currently held by Seller or any Asset formerly held for use or sale by Seller or any of its predecessors, or (ii) any violation or alleged violation of any Environmental Law or any Order related to environmental matters. There are no existing violations of (i) any Environmental Law, or (ii) any Order related to environmental matters, with respect to the ownership, use, condition, or operation of Seller's business, any Asset currently held by Seller or any Asset formerly held for use or sale by Seller or any of its predecessors or any of its current or former Subsidiaries, except for violations which are not reasonably likely to have a Material Adverse Effect on Seller. Neither Seller nor any of its predecessors nor anyone known to Seller has, to the Knowledge of Seller, used any Assets or premises of Seller or any of its predecessors or any part thereof for the handling, treatment, storage, or disposal of any Hazardous Substances. (b) Except as set forth on Schedule 3.01(p)(i3.17, no release, discharge, spillage, or disposal of any Hazardous Substances has occurred or is occurring at any Assets of Seller or any of its predecessors or any part thereof while or before such Assets or premises were owned, leased, operated, or managed, directly or indirectly, by Seller. (c) No soil or water in, under, or adjacent to any Assets or premises of the Disclosure SchedulesSeller or Assets formerly held for use or sale by Seller or any of its predecessors or any of its current or former Subsidiaries has been contaminated by any Hazardous Substance while or before such Assets or premises were owned, the Acquired Companies are leased, operated, or managed, directly or indirectly, by Seller or any of its predecessors or any of its current or former Subsidiaries. (d) All waste containing any Hazardous Substances generated, used, handled, stored, treated, or disposed of (directly or indirectly) by Seller or any of its predecessors or any of its current or former Subsidiaries has been released or disposed of in compliance with all applicable reporting requirements under any Environmental Laws, except to the extent that any such non-compliance would Laws and Seller is not reasonably be expected to have a Material Adverse Effect. There is no material violation aware of any Environmental Law or other material Liability arising under any Environmental Law Claim with respect to the Projects any such release or the Landdisposal. (iie) There All underground tanks and other underground storage facilities presently or previously located at any real property owned, leased, operated, or managed by Seller or any of its predecessors or any such tanks or facilities located at any real property while such real property was owned, leased, operated, or managed by Seller or any of its predecessors are no Actions listed, together with the capacity and contents (former and current) of each such tank or Proceedings pending facility, in Schedule 3.17. None of such underground tanks or facilities is leaking or, to the Knowledge of Seller, threatened as has ever leaked. (f) Seller and each of its predecessors has complied in all respects with all applicable reporting requirements under all Environmental Laws concerning the Execution Date against disposal or release of Hazardous Substances and neither Seller (solely in respect nor any of its predecessors or any of its current or former Subsidiaries has made any such reports concerning any real property or concerning the Projects operations or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None activities of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)its predecessors. (iiig) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forthNo building or other Improvement or any real property owned, as of the Execution Dateleased, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Releaseoperated, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of managed by Seller contains any Projectfriable asbestos-containing materials. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) Except as set forth on Schedule 3.01(p)(i) for Hazardous Substances the presence of the Disclosure Schedules, the Acquired Companies are which is not in compliance with all violation of Environmental Laws, except to the extent that any such non-compliance Law in an amount which is not or would not reasonably be expected to have cause, liability to the Borrower or any Restricted Subsidiary in the aggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation of law on any real property now owned by the Borrower or any of the Restricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse EffectChange. There is no As of the Closing Date, except as disclosed on Schedule 5.01(p) hereto, to the actual ---------------- knowledge of an Authorized Officer, 57 the Borrower and the Restricted Subsidiaries are not in material violation of or subject to any Environmental Law existing, pending or other material Liability arising threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Law with respect Laws. On each date after the Closing Date on which this representation is deemed to the Projects or the Land. (ii) There are no Actions or Proceedings pending orbe made, to the Knowledge actual knowledge of Selleran Authorized Officer, the Borrower and the Restricted Subsidiaries are not in violation of or subject to any existing, pending or threatened as formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Borrower or any Acquired Company has received written notice from any Governmental Authority Restricted Subsidiary by reason of any material violation of any applicable Environmental Law in respect of the Projects or the Acquired Companies (other than Laws, except those violations that have been resolved obtained, or remedied). (iii) Schedule 3.01(p)(iii) which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Disclosure Schedules sets forth, as of the Execution Closing Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except except as set forth in Schedule 3.01(p)(iii5.01(p) hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Disclosure SchedulesBorrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such Permits have been obtained in a timely manner violations which are not, and are presently maintained in full force and effect would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the name aggregate in excess of an Acquired Company. (iv) Except $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 5.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on Schedule 3.01(p)(iv) or to the real property of the Disclosure Schedules, to the Knowledge Borrower or any of Seller, there has been no Release of Hazardous Substances at or from the Projects its Restricted Subsidiaries in violation of any applicable Environmental Laws or Permits required by or issued pursuant Law, except such violations which are not, and would not reasonably be expected to any Environmental Law for cause, liability to the developmentBorrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, construction, ownership, use or operation no Authorized Officer of the Land Borrower and the Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have been disposed of or otherwise released on or to the business real property of the Acquired Companies as currently conducted that Borrower or any of the Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or release which is not, and would not reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to reportcause, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectMaterial Adverse Change. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i3.8: (a) The Selling Parties and the Transferred Companies are, and for the last five (5) years have been, in compliance in all material respects with all applicable Environmental Laws in connection with the conduct or operation of the Disclosure Schedules, Business and the Acquired ownership or use of the Transferred Assets. None of the Selling Parties or the Transferred Companies are have received any written notice or complaint from a Governmental Authority or other Person alleging that any such Selling Party or Transferred Company has any Liability under any such Environmental Law or is not in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects Business or the LandTransferred Assets. (iib) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner is and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at on any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Selling Parties, any property (including any buildings, structures, improvements, soils and subsurface strata, surface water bodies, including drainage ways, and groundwaters thereof) formerly owned, leased or operated by the Transferred Companies (including, in the case of IBS, DWC and DML, of which IBS is successor by merger in connection with the Seller Reorganization), except, in each case, that would not reasonably be expected to give rise to material Liability under applicable Environmental Laws. None of the Selling Parties have received written notice (or, to the Knowledge of the Selling Parties, any other notice) from the Projects in violation of Environmental Laws any Person alleging any obligation to conduct or Permits required by pay for any investigatory, remedial or issued pursuant corrective action with respect to any Environmental Law Release or alleged Release associated with the Business, the Transferred Companies, the Transferred Assets, the Owned Real Property or the Leased Real Property. To the Knowledge of the Selling Parties, there have been no Releases at any location to which the Transferred Companies or the Business has sent any Hazardous Substances or waste for storage, handling, disposal or treatment, except in each case that would not reasonably be expected to give rise to material Liability for the developmentTransferred Companies under applicable Environmental Laws. There is no pending or, construction, ownership, use or operation to the Knowledge of the Land or Selling Parties, threatened investigation by any Governmental Authority, nor any pending or, to the business Knowledge of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to reportSelling Parties, investigatethreatened Action, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Business or the LandTransferred Companies relating to Hazardous Substances or otherwise under any Environmental Law. (c) The Selling Parties and the Transferred Companies hold all Environmental Permits necessary to conduct the Business as currently conducted, and are and have been for the past three (3) years in compliance therewith in all material respects. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby will (i) require any notice to or consent of any Governmental Authority or other Person pursuant to any applicable Environmental Law or Environmental Permit or (ii) to the Knowledge of the Selling Parties, subject any Environmental Permit to suspension, cancellation, modification, revocation or nonrenewal. (d) The Selling Parties and the Transferred Companies have made available to ▇▇▇▇▇-▇▇▇▇▇▇ all Environmental Permits necessary to conduct the Business as currently conducted and any material environmental assessment, investigation, remediation, and audit reports in their possession or to which they have reasonable access pertaining to compliance with Environmental Law or any Release of Hazardous Substances at any property or facility currently or previously owned, operated or leased by the Transferred Companies or the Selling Parties in connection with the Business.

Environmental. ‌ (a) There are no pending or outstanding Agency Actions concerning the Facility or the Premises with respect to Environmental Laws applicable to Seller, the Facility or the Premises, and Seller’s operation and use of the Facility. The Premises have at all times been in compliance with all applicable Environmental Laws. There are no writs, injunctions, decrees, orders or judgments outstanding, or any notices, actions, suits, Proceedings or investigations pending or threatened involving Seller relating to (i) Except its compliance with any Environmental Laws with respect to any of the Facility Assets or the Premises, or (ii) the Release of any Hazardous Substances at the Premises. (b) All Permits required by Environmental Laws and necessary for the operation of the Facility as configured and as operated by Seller have been obtained, are currently in effect, and are set forth on in Schedule 3.01(p)(i) 3.7(b); Seller’s operations at the Premises and in connection with the Facility Assets are in compliance with all the requirements of such Permits; and there is no circumstance or condition that would preclude continued operation of the Disclosure SchedulesFacility Assets, including the Acquired Companies Premises, under any of these Permits. (c) Seller has delivered to Buyer all information, reports, notices or inquiries from any Governmental Authority received by Seller relating to the Environmental Conditions at, upon or beneath the Facility or the Premises regardless of whether such Environmental Conditions were caused by or arose from Seller’s operation of the Facility. (d) Each of the Facility Assets and Seller are in compliance with all Environmental Laws. There are no circumstances, except to the extent that any such non-compliance would not conditions or proposed regulations which could reasonably be expected to prevent or substantially interfere with Buyer’s compliance with Environmental Laws in connection with Buyer’s operation of the Facility Ownership Interest and use of the Premises in the foreseeable future in a manner consistent with Seller’s operation of the Facility during the term of the PPA. (e) Hazardous Substances have a Material Adverse Effect. not been generated, used, treated or stored on, or transported to or from, any of the Premises in violation of Environmental Laws. (f) There is no material violation asbestos contained in or forming any part of any Environmental Law building, building component, structure or other material Liability arising under asset that is part of the Facility Assets, and no asbestos is or has been stored, disposed of or otherwise been present at the Premises or on or in any Environmental Law of the Facility Assets, and Seller does not have any liability for asbestos in connection with respect to the Projects use, operation, renovation or demolition of any of the LandFacility Assets. (iig) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release or threatened Release of Hazardous Substances at at, on, under or from any of the Projects in violation Premises or at, on, under or from any property adjoining any of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or Premises. (h) In connection with its ownership and operation of the Land Facility Assets, Seller has disposed of all wastes, including those containing any Hazardous Substances, in compliance with all Environmental Laws, and Seller has not received any notice or the business claim of the Acquired Companies as currently conducted that would be reasonably expected to trigger liability for any obligation on- or off-site Release or threatened Release of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectHazardous Substances. (vi) There are not now, and never have been, any above-ground or underground storage tanks or PCB-containing transformers or equipment located at the Premises. (j) Seller has made available to Purchaser provided Buyer with all material environmental reports, assessments surveys, studies, correspondence, investigations, tests and documents that are environmental sampling and analyses (whether commissioned by Seller or otherwise) relating in any way to the environmental condition of any of the Facility Assets or Seller’s compliance with Environmental Laws in the possession operation of the Facility, the use of the Facility Assets, or otherwise. (k) Seller has not received any written request for information nor any written notification that it is a potentially responsible party under CERCLA or any similar state Environmental Law, including any such request or notification relating directly or indirectly to any of the Acquired Companies Facility Assets, and that relate none of the Premises is proposed to actual be listed or potential material Liabilities is listed on the National Priorities List under CERCLA or any similar state Environmental Laws with respect to the Projects Law requiring environmental investigation or the Landcleanup.

Environmental. (a) Prior to the execution of this Agreement, the Company and the Stockholder have provided to Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on Company's Disclosure Schedule, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as set forth disclosed on Schedule 3.01(p)(i) Company's Disclosure Schedule, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the ordinary course of the Disclosure Schedules, the Acquired Companies are Business and in compliance with all applicable Environmental Laws. (d) Except as specifically described on Company's Disclosure Schedule, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of the Company, or to the best of the knowledge of the Company and the Stockholder arising from any other activities, except to the extent that any such non-compliance would releases or threatened releases do not reasonably be expected to have constitute a Material Adverse Effect. There is no material violation condition of any Environmental Law or other material Liability arising under any Environmental Law with respect Noncompliance relating to the Projects or the LandLeaseholds. (iie) There Except as disclosed on Company's Disclosure Schedule, there are no Actions underground storage tanks, or Proceedings pending orunderground piping associated with tanks, used for the management of Hazardous Materials at the Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which have not been either abandoned in place or removed pursuant to a permit issued by a Governmental Authority. (f) The Company is not subject to any Environmental Claims against the Company, no Environmental Claims have been threatened, nor, to the Knowledge of Seller, threatened as best of the Execution Date against Seller (solely in respect knowledge of the Projects or Company and the Acquired Companies)Stockholder, or the Acquired Companies, relating to is there any material violation of basis for any such Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Claims. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of would not, individually or in the Disclosure Schedulesaggregate, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in CERCLA), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release requires any cleanup or remediation pursuant to Environmental Law or (iii) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to CERCLA or any similar Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There All such permits are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect and, to the Company’s Knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the name of an Acquired Companyaggregate, reasonably be expected to have a Company Material Adverse Effect. (ivc) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller The Company previously has made available to Purchaser Parent copies of all material phase I environmental reportsreports prepared by any Person, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities permits required under Environmental Laws and all other material correspondence with respect Governmental Entities in the Company’s possession relating to compliance with Environmental Laws, in the Projects or case of each of the Landforegoing within the last three (3) fiscal years. (d) The representations and warranties contained in this Section 3.16 constitute the sole and exclusive representations and warranties made by the Company concerning environmental matters.

Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters 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, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10 and by Article IX, which are intended to cover all of the Purchased Assets and the Business, including the JEC Transferred Interest. (ia) Except as set forth on Schedule 3.01(p)(i5.10(a)-1, to Seller’s Knowledge, (i) Seller presently possesses all Environmental Permits necessary to operate the Business as it is currently being operated, and (ii) except as set forth or alleged in any matter set forth on Schedule 5.10(b), the Purchased Assets and the Business are in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws. Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandBusiness. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ivb) Except as set forth on Schedule 3.01(p)(iv) 5.10(b), neither Seller nor any Affiliate of Seller has received within the Disclosure Scheduleslast three years any written notice from any Governmental Entity alleging a violation of Environmental Laws or, to the Knowledge of Seller’s Knowledge, there has been no Release of Hazardous Substances at any other written notice, report, or from the Projects in other information regarding any actual or alleged violation of Environmental Laws or Permits required by any liabilities or issued pursuant potential liabilities, including any investigatory, remedial, or corrective obligations, in any case relating to any Environmental Law for the development, construction, ownership, use or operation of the Land Business or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies Purchased Assets arising under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectLaws. (vc) 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 advised Buyer of the existence of, or made available to Purchaser Buyer, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on material environmental reports, assessments and documents matters relating to the Purchased Assets or the Business that are in the possession or reasonable control of Seller. (e) Schedule 5.10(e) sets forth all capital expenditures exceeding $100,000 per project that are currently budgeted by Seller for the three-year period commencing January 1, 2005 for matters identified by Seller as likely to be necessary for the Business or the Acquired Companies and that relate Purchased Assets to actual achieve or potential material Liabilities under maintain compliance with Environmental Laws with respect to as such Environmental laws exist on the Projects or the Landdate hereof.

Environmental. (ia) Except as set forth on in Schedule 3.01(p)(i) of 3.22, to the Disclosure SchedulesStockholder’s Knowledge, the Acquired Companies Assets and the Company are in compliance with all free of any Environmental LawsDefects, except to the extent that any such non-compliance as would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law Effect on the Company or other material Liability arising under any Environmental Law with the Assets. (b) With respect to the Projects Assets, except as set forth in Schedule 3.22, the Company has not entered into, and is not subject to, any agreements, consents, orders, decrees, judgments or the Landother directives of Governmental Entities in existence at this time based on any Environmental Laws. (iic) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) 3.22, to the Stockholder’s Knowledge, the Company has not received written notice from any Person of, and no investigation or written claim is pending regarding, any Release, disposal, event, condition, circumstance, activity, practice or incident concerning the Company, the Assets, the Company’s current or prior operations or any land, facility, asset or property currently or formerly owned or leased by any of the Disclosure SchedulesCompany and alleging either (i) a violation of Environmental Law, such Permits have been obtained in a timely manner and are presently maintained in full force and effect including common law, or (ii) obligations, including remediation or other liabilities under Environmental Law, except, in the name case of an Acquired Companyeither clause (i) or (ii) hereof, as would not reasonably be expected to have a Material Adverse Effect on the Company or the Assets. (ivd) Except as set forth on in Schedule 3.01(p)(iv) of the Disclosure Schedules3.22, to the Knowledge of SellerStockholder’s Knowledge, there has been no Release of Hazardous Substances at on or from the Projects Assets or on or from any property currently or formerly owner, or operated by the Company of any Hazardous Materials in violation of Environmental Laws any substantial amount or Permits required by concentration that is reasonably likely to have a Material Adverse Effect on the Company or issued pursuant the Assets. (e) Except as set forth in Schedule 3.22, the Company or, to the Stockholder’s Knowledge, any Environmental Law for the development, construction, ownership, use or operation operator of the Land Assets, holds those licenses, permits, or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies other authorizations necessary under Environmental Laws to reportcarry on operations connected with the Assets to the extent of and as currently conducted, investigateexcept where the failure to obtain such licenses, remove or remediate such Releasepermits, or that would other authorizations could not reasonably be reasonably expected expect to result in have a material liability or interfere materially with Material Adverse Effect on any of the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller Company or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the LandAssets.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects Project or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects Project or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects Project or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects Project in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any the Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Project or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(iEach Vendor has conducted the Purchased Business in material compliance with all Environmental Laws. (b) of the Disclosure SchedulesNo Vendor has used or permitted to be used, the Acquired Companies are except in material compliance with all Environmental Laws, except the Transferred Leased Properties or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of the Vendors, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Transferred Leased Properties or the Premises and, to the extent that knowledge of the Vendors, the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material. (d) No Vendor has any current liability to effect any Cleanup or discharge any other realized liability under any Environmental Laws in connection with the Transferred Leased Properties, the Premises, the Purchased Assets or the Purchased Business. No Vendor has received any formal or informal written notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has any Vendor settled any allegations of any such non-compliance would not reasonably be expected prior to have a Material Adverse Effectprosecution. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions written notices, orders or Proceedings pending or, directions relating to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects environmental matters or the Acquired Companies)other matters governed by Environmental Laws requiring, or the Acquired Companiesnotifying any Vendor that it is or may be responsible for, relating to any work, repairs, construction or material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law capital expenditures to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Purchased Business, the Transferred Leased Properties, the Premises or the LandPurchased Assets. No Vendor has received a written claim or written notice and otherwise no Vendor has any knowledge of any potential liability or actual liability of such Vendor, relating to any Cleanup at any off-site location arising out of such Vendor's or any other person's activities or operations at the Transferred Leased Properties or the Premises. (e) No Vendor has caused or permitted, nor has there been to the knowledge of any Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the Transferred Leased Properties or the Premises or the Purchased Business. (f) All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by any Vendor in connection with the Purchased Business or resulting from the operation of the Purchased Business have been disposed of, treated and stored by such Vendor in material compliance with all Environmental Laws.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) The Parent shall, and shall cause each of the Disclosure Schedulesits Subsidiaries to, the Acquired Companies are exercise reasonable due diligence in compliance order to comply in all material respects with all Environmental Laws. The Parent agrees that the Administrative Agent may, except from time to time, retain, at the expense of the Parent, an independent professional consultant reasonably acceptable to the Parent to review any report relating to Contaminants prepared by or for the Parent and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any property currently owned, leased, operated or used by the Parent or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $10,000,000.00, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Parent or any of its Subsidiaries without the Parent’s prior written consent. The Parent shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Parent, to enter into or on to the facilities or Mortgaged Vessels currently owned, leased, operated or used by the Parent or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by the Parent and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. The Parent and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Term Loans and Letter of Credit Exposure and to protect the Lenders’ security interests created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent that permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such non-compliance would not report to the Parent with the understanding that the Parent acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating to the Parent’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to the Parent, neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. Promptly after a Responsible Officer of either Borrower obtains actual knowledge thereof, such Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by the Parent or its Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which could reasonably be expected to have Environmental Liabilities and Costs in excess of $10,000,000.00, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a Material Adverse Effect. There is no material violation reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000.00, (iii) any Remedial Action performed by the Parent or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $10,000,000.00, or (y) any other Environmental Liabilities and Costs in excess of $10,000,000.00 that could result in Environmental Liabilities and Costs in excess of $10,000,000.00, (iv) discovery by the Parent or its Subsidiaries of any occurrence or condition on any material property that could cause the Parent’s or its Subsidiaries’ interest in any such property to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Law Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is investigating whether the Parent or any of its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000.00. The Parent shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, assets, or property by the Parent or any of its Subsidiaries that could reasonably be expected to expose the Parent or any of its Subsidiaries to, or result in, Environmental Liabilities and Costs in excess of $10,000,000.00 and (ii) any proposed action to be taken by the Parent or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Parent or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of the Parent or any of its Subsidiaries as of the Effective Date. The Parent shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, the Parent shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all necessary Remedial Action in connection with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under or affecting any property in order to comply in all material Liability arising under respects with all applicable Environmental Laws and Governmental Authorizations. In the event the Parent or any Environmental Law of its Subsidiaries undertakes any Remedial Action with respect to the Projects presence, Release or threatened Release of any Contaminants on or affecting any property, the Land. (ii) There are no Actions Parent or Proceedings pending orany of its Subsidiaries shall conduct and complete such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the applicable policies, orders and directives of all relevant Governmental Authorities except when, and only to the Knowledge extent that, the Parent or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of Seller, any Contaminants is being contested in good faith by Borrower or any of such Subsidiaries. In the event the Parent fails to take required actions to address such Release or threatened as Release of the Execution Date against Seller (solely in respect of the Projects Contaminants or the Acquired Companies), or the Acquired Companies, relating to any material address a violation of or liability under Environmental Law. None of Seller or any Acquired Company has received , the Administrative Agent may, upon providing the Parent with 5 Business Days’ prior written notice from any Governmental Authority of any material violation of any Environmental Law in respect of notice, enter the Projects or property and, at the Acquired Companies (other than those violations that have been resolved or remedied)Parent’s sole expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies Company and the Mesquite Sky Entities are in compliance with all Environmental Laws, except to the extent that any such material non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability liability arising under any Environmental Law with respect to the Projects Project or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened threatened, as of the Execution Date date of this Agreement against Seller (solely in respect of the Projects Project, the Company or the Acquired CompaniesMesquite Sky Entities), the Company or the Acquired Companies, Mesquite Sky Entities relating to any material violation of Environmental Law. None of Seller Seller, the Company or any Acquired Company the Mesquite Sky Entities has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects Project, the Company or the Acquired Companies Mesquite Sky Entities (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller Seller, the Company or Acquired Companies the Mesquite Sky Entities for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Company and the Mesquite Sky Entities as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Companythe Company or the Mesquite Sky Entities. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects Project in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Company and the Mesquite Sky Entities as currently conducted that would be reasonably expected to trigger any obligation of Seller Seller, the Company or the Acquired Companies Mesquite Sky Entities under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller Seller, the Company or the Acquired Companies Mesquite Sky Entities and that relate to actual or potential material Liabilities liabilities or obligations under Environmental Laws with respect to the Projects Project or the Land.

Environmental. (ia) Except as Each of ESCT and its Subsidiaries has secured, and is in compliance in all material respects with, all Environmental Permits required in connection with its operations and the Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental Permit, is set forth on Schedule 3.01(p)(iin Section 3.24(a) of the ESCT Disclosure Schedules, the Acquired Companies Schedule. All such Environmental Permits are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner valid and are presently maintained in full force and effect and none of such Environmental Permits will be terminated or impaired or become terminable as a result of the Merger. Each of ESCT and its Subsidiaries has been, and are currently, in the name compliance in all material respects with all Environmental Laws. Neither ESCT nor any of an Acquired Companyits Subsidiaries has received any notice alleging that ESCT or any of its Subsidiaries is not in such compliance with Environmental Laws. (ivb) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure SchedulesThere are no past, pending or, to ESCT’s Knowledge, threatened Environmental Actions against or affecting ESCT or any of its Subsidiaries, and ESCT is not aware of any facts or circumstances which could be expected to form the Knowledge basis for any Environmental Action against ESCT or any of Sellerits Subsidiaries. (c) Neither ESCT nor any of its Subsidiaries has entered into or agreed to any Order, there and neither ESCT nor any of its Subsidiaries is subject to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law. (d) No Lien has been no Release attached to, or asserted against, the assets, property or rights of Hazardous Substances at ESCT or from the Projects in violation any of Environmental Laws or Permits required by or issued its Subsidiaries pursuant to any Environmental Law for the developmentLaw, constructionand, ownershipto ESCT’s Knowledge, use no such Lien has been threatened. There are no facts, circumstances or operation of the Land or the business of the Acquired Companies as currently conducted other conditions that would could be reasonably expected to trigger give rise to any obligation of Seller Liens on or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of affecting any ProjectReal Property. (ve) Seller There has made available been no treatment, storage, disposal or Release of any Hazardous Substance at, from, into, on or under any Real Property or any other property currently or formerly owned, operated or leased by ESCT or any of its Subsidiaries. No Hazardous Substances are present in, on, about or migrating to Purchaser or from any Real Property that could be expected to give rise to an Environmental Action against ESCT or any of its Subsidiaries. (f) Neither ESCT nor any of its Subsidiaries has received a CERCLA 104(e) information request nor has ESCT or any of its Subsidiaries been named a potentially responsible party for any National Priorities List site under CERCLA or any site under analogous state Law. Neither ESCT nor any of its Subsidiaries has received an analogous notice or request from any non-U.S. Governmental Authority. (g) There are no aboveground tanks or underground storage tanks on, under or about the Real Property. Any aboveground or underground tanks previously situated on the Real Property or any other property currently or formerly owned, operated or leased by ESCT or any of its Subsidiaries have been removed in accordance with all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect and no residual contamination, if any, remains at such sites in excess of applicable standards. (h) There are no PCBs leaking from any article, container or equipment on, under or about the Real Property and there are no such articles, containers or equipment containing PCBs. There is no asbestos containing material or lead-based paint containing materials in at, on, under or within the Real Property. (i) Neither ESCT nor any of its Subsidiaries has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which is an Environmental Clean-up Site. (j) None of the Projects Real Property is an Environmental Clean-up Site. (k) The ESCT has provided to FIND true and complete copies of, or the Landaccess to, all written environmental assessment materials and reports that have been prepared by or on behalf of ESCT or any of its Subsidiaries.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) Buyer may at its expense conduct environmental reviews of the Disclosure SchedulesOwned Real Property and, subject to any prior approval of the owner or lessor required under the Real Property Leases, the Acquired Companies are 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 compliance the aggregate, have an estimated remediation cost less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then Seller shall remediate such conditions in all material respects, as promptly as is commercially reasonable and in accordance with all applicable Environmental Laws, except and if required to be reported, in a manner satisfactory to the extent applicable Governmental Authority, provided that any the completion of such non-compliance would remediation shall not reasonably be expected a condition to Buyer’s obligation to close hereunder. If such Environmental Conditions, in the aggregate, have a Material Adverse Effectan estimated 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. There is no material violation For the avoidance of any doubt, the pre-Closing discovery of such an Environmental Law 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 other material Liability arising under any otherwise for such an Environmental Law Condition except with respect to a breach of this Section 5.13. Notwithstanding the Projects foregoing, Seller shall have no obligation to correct or the Land. (ii) There are no Actions remediate any Environmental Condition if such correction or Proceedings pending or, to the Knowledge of Seller, threatened as remediation of the Execution Date against Seller (solely in respect of the Projects Environmental Condition is a landlord’s, lessor’s or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)third party’s primary responsibility. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) As of the date hereof: (a) To Seller's knowledge, the Acquired Companies possess all environmental, health and safety permits, licenses and governmental authorizations (collectively, "Environmental Permits") required under Environmental Laws to conduct the Business. Section 7.19 of the Seller Disclosure SchedulesSchedule lists all material Environmental Permits required to be obtained or filed by any Acquired Company, or by the Seller on behalf of any Acquired Company. (b) To Seller's knowledge, the Acquired Companies are in compliance with all applicable Environmental Laws, Permits and Environmental Laws except to the extent that for any such non-compliance would not reasonably that has been corrected prior to the date hereof and for any non-compliance arising in the ordinary course of business that can be expected to have a Material Adverse Effect. There is no material violation corrected in the ordinary course of any Environmental Law or other business without material Liability arising under any Environmental Law with respect to the Projects or Acquired Companies; (c) To Seller's knowledge, none of the LandAcquired 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. (iid) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies)Environmental Claims pending, or the to Seller's knowledge threatened, against an Acquired CompaniesCompany, relating to in either case arising out of (i) any material violation Site; (ii) any current or former operations of Environmental Law. None of Seller an Acquired Company or their respective predecessors or Affiliates; (iii) third-party consignment warehouses, public warehouses, third-party co-packaging facilities, or tolling facilities utilized by any Acquired Company has received written notice from or their respective predecessors or Affiliates; or (iv) any Governmental Authority of any material violation of any Environmental Law in respect of the Projects off-Site location to which Hazardous Materials or the Acquired Companies (other than those violations that have been resolved materials containing Hazardous Materials were sent for handling, storage, treatment or remedied)disposal. (iiie) Schedule 3.01(p)(iiiTo Seller's knowledge, (a) no Releases of the Disclosure Schedules sets forthHazardous Materials have occurred at, as of the Execution Datefrom, all in, to, on, or under any Site, and (b) no Hazardous Materials are present in, on, about or migrating from any Site, which are reasonably likely to give rise to an Environmental Claim that would result in a material Permits required pursuant Liability to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ivf) Except as set forth on Schedule 3.01(p)(iv) To Seller's knowledge, neither any Acquired Company, any predecessor of the Disclosure Schedulesany Acquired Company, to the Knowledge nor any entity previously owned by any Acquired Company, has transported or arranged for treatment storage, handling, disposal, or transportation of Seller, there has been no Release of any Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant Material to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be off-Site location which is reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected likely to result in a material liability or interfere materially with the development, construction, ownership or operations of an Environmental Claim against any ProjectAcquired Company. (vg) Seller has made available to Purchaser all material To Seller's knowledge, there have been no third-party audits of environmental reportsconditions conducted by, assessments and documents that on behalf of, or which are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws Company with respect to any Site which have not been made available or delivered to Buyer prior to execution of this Agreement. (h) (i) "Environmental Claims" means all civil and criminal, administrative, regulatory 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 (x) the Projects presence, Release or threatened Release of any Hazardous Materials, or (y) circumstances forming the Landbasis of any violation or alleged violation of, or liability under, any Environmental Law or Environmental Permit.

Environmental. Except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on Peregrine: (i) Except as set forth on Schedule 3.01(p)(i) all facilities and operations of Peregrine and the Disclosure SchedulesPeregrine Subsidiaries have been conducted, the Acquired Companies and are now, in compliance with all Environmental Laws; (ii) the Material Property has not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws, neither Peregrine nor any of the Peregrine Subsidiaries has caused or permitted the release of any Hazardous Substances at, in, on, under or from the Material Property, except in compliance with all Environmental Laws; all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of Material Property have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws and to the extent that knowledge of Peregrine, there are no Hazardous Substances at, in, on, under or migrating from the Material Property except in material compliance with all Environmental Laws; (iii) Peregrine and the Peregrine Subsidiaries are in possession of all Environmental Approvals (all of which are being complied with in all material respects) required to own, lease, operate, develop and exploit the Material Property and to conduct its business as it is now being conducted; (iv) no environmental, reclamation or abandonment obligation or work orders or clean up or remediation orders or other liabilities presently exist with respect to any portion of the Material Property and, to the knowledge of Peregrine and the Peregrine Subsidiaries, there is no basis for any such non-compliance would not reasonably be expected obligations or liabilities to have arise in the future as a result of any activity on the Material Adverse Effect. There is Property; (v) to the knowledge of Peregrine and the Peregrine Subsidiaries, there are no material violation actual changes in the status, terms or conditions of any Environmental Law Approvals now held by Peregrine or any of the Peregrine Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Approval, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the completion of the Arrangement or the other transactions contemplated herein or the continuation of the business of Peregrine and the Peregrine Subsidiaries following the Effective Date; and (vi) neither Peregrine nor any of the Peregrine Subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any proceeding, action or other material Liability claim, liability or potential liability arising under any Environmental Law with respect to the Projects or the Landthat is pending. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (A) The Trustor represents and warrants that: (i) Except as set forth on Schedule 3.01(p)(i) Trustor has obtained all Permits which are necessary with respect to the ownership and lawful operation of the Disclosure Schedules, the Acquired Companies are in compliance with Mortgaged Property under any and all applicable Environmental Laws, except to the extent that the failure to maintain any such non-compliance Permit would not reasonably be expected to have a Material Adverse Effect. There ; (ii) Trustor is in compliance with all terms and conditions of Environmental Laws, except to the extent that the failure to comply would not have a Material Adverse Effect; (iii) To Trustor’s knowledge, there are no Hazardous Materials located on, above or below the surface of the Mortgaged Property or contained in the soil or water constituting such Mortgaged Property (except those that are in compliance with all Environmental Laws or where the presence of which would not have a Material Adverse Effect); (iv) To Trustor’s knowledge, no material violation Release of Hazardous Materials has occurred on, upon or from such Mortgaged Property which have not been remediated in accordance with applicable law, except to the extent the same would not have a Material Adverse Effect; (v) To Trustor’s knowledge, the Mortgaged Property has not been used as a landfill or waste disposal site; and (vi) the Mortgaged Property is being owned, occupied and operated by Trustor in compliance with all Environmental Laws (except to the extent that the failure to comply would not have a Material Adverse Effect), there are no material breaches thereof (except to the extent that any such breach would not have a Material Adverse Effect) and no enforcement actions in respect thereof are pending or, to Trustor’s knowledge, threatened against Trustor which, in any case, would be reasonably likely to materially and adversely affect Trustor’s ability to perform its obligations under the Notes Documents or otherwise materially impair the value of any Environmental Law Mortgaged Property. Notwithstanding the foregoing, Trustor makes no representation or other material Liability arising under warranty in (i) – (vi) above with respect to any Environmental Law matters existing at the Mortgaged Property as of the date(s) of the environmental report(s) delivered to Beneficiary with respect to the Projects or the LandMortgaged Property. (iiB) There are Trustor represents and warrants that to its knowledge no Actions or Proceedings pending or, adverse change has occurred with respect to the Knowledge of Seller, threatened as any of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect matters identified in the name of an Acquired Company. (ivenvironmental report(s) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, delivered to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws Beneficiary with respect to the Projects Mortgaged Property, except for changes which, individually or in the Landaggregate, would not have Material Adverse Effect.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i3.10(c) annexed hereto, no person or party (including, but not limited to, any governmental or regulatory authority) has asserted any pending claim against any of the Disclosure SchedulesSubsidiaries relating to any Environmental Law (defined below) with respect to the Business. No Subsidiary has received oral or written notice of any existing or pending violation, citation, claim, order, direction, instruction or complaint relating to the Business, or any facility now or previously owned or operated by the Subsidiary in connection therewith, arising under the Resource Conservation and Recovery Act, the Acquired Companies are Comprehensive Environmental Response Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Toxic Substances Control Act, the Safe Drinking Water Act, the Federal Water Pollution Control Act (Clean Water Act), the Clean Air Act, the National Environmental Policy Act (Environmental Impact Statement), and antipollution, waste control and disposal and environmental “cleanup” provisions of similar statutes of any governmental authority, and all regulations and standards enacted pursuant thereto and all permits and authorizations issued in connection therewith (collectively, “Environmental Laws”). (ii) To the Knowledge of Seller, except as disclosed on Schedule 3.10(c) annexed hereto, such Subsidiary’s operation of the Business is in compliance with all applicable Environmental Laws. (iii) To the Knowledge of Seller, except as disclosed on Schedule 3.10(c) annexed hereto, such Subsidiary currently holds all required permits, approvals or other authorizations required under or issued pursuant to any Environmental Law with respect to the extent that any Business, except for such non-compliance environmental permits, the absence of which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to To the Knowledge of Seller, there has been are no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted Conditions that would could reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability Material Adverse Effect to Buyer. The term “Environmental Condition” means (x) the presence in surface water, groundwater, drinking water supply, land surface, subsurface strata, above-ground or interfere materially with the developmentunderground storage tanks or other containers, construction, ownership or operations ambient air of any Project. pollutant, contaminant, industrial waste, hazardous waste, polychlorinated biphenyls, radioactive materials, toxic or hazardous substances (v“Hazardous Substances”) Seller has made available or (y) any violation of any statue, ordinance, regulation, administrative order, judicial order or decree or other governmental requirement relating to Purchaser all material environmental reportsthe emission, assessments and documents that are in discharge, deposit, disposal, leaching, migration or release of any Hazardous Substance into the possession of Seller environment or the Acquired Companies and that relate to actual generation, treatment, storage, transportation or potential material Liabilities under Environmental Laws with respect disposal of any Hazardous Substance (i) arising out of or otherwise related to the Projects operations or other activities (including the Landdisposition of such materials or substances) of the Subsidiaries, or of any predecessor in title, interest or line of business to Seller, conducted or undertaken prior to the Closing or (ii) existing at or prior to the Closing at any of the Properties or any property previously owned, leased, occupied, used or foreclosed upon.

Environmental. (a) Throughout the Term, Tenant shall not undertake or permit any Environmental Activity (as defined below) to be undertaken in the Premises, or Building by Tenant’s employees, agents, contractors, or invitees other than (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Lawsapplicable Legal Requirements, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending oras is customary for general office tenants in first-class office buildings in the Borough of Manhattan and (iii) in such a manner as shall avoid any liability on the part of Landlord and shall keep the Premises, Building and Land (as defined in Exhibit A) free from any lien imposed pursuant to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely any Legal Requirement in respect of such Environmental Activity. Tenant shall take all necessary steps to ensure that any Environmental Activity undertaken or permitted at the Projects Premises is undertaken in a manner as to provide prudent safeguards against potential risks to human health or the Acquired Companies)environment. Tenant shall notify Landlord as soon as practicable after Tenant becomes aware of the release of any Hazardous Materials (as hereinafter defined) from or at the Premises which could form the basis of any claim, demand or action by any party. Landlord, at its sole cost and expense, shall have the right from time to time to conduct an environmental audit of the Premises and Tenant shall cooperate, all reasonable respects, in the conduct of such environmental audit. If Tenant shall breach the covenants provided in this Section, then, in addition to any other rights and remedies which may be available to Landlord under this Lease or otherwise at law or in equity, Landlord may require Tenant to take all actions, or to reimburse Landlord for the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority costs of any material violation and all actions taken by Landlord, as are necessary or reasonably appropriate to cure such breach. For purposes of this Section, “Environmental Activity” means any Environmental Law use, storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the Premises of (A) any “hazardous substance” as defined in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii§ 101(14) of the Disclosure Schedules sets forthComprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601(14), as of the Execution Date, all material Permits required pursuant to amended; (B) any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies “hazardous waste” as currently conducted. Except as set forth defined in Schedule 3.01(p)(iii§ 27-1301(1) of the Disclosure SchedulesNew York Environmental Conservation Law; (C) petroleum, crude oil or any fraction thereof, natural gas or synthetic gas used for fuel; and (D) any additional substances or materials which at such Permits have been obtained in a timely manner and time are presently maintained in full force and effect in classified or considered to be hazardous or toxic under the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) laws of the Disclosure Schedules, State of New York or any other Legal Requirements (the materials described in clauses (A) through (D) above are collectively referred to herein as “Hazardous Materials”). The obligations of Tenant under this Section 2.03 shall survive the Knowledge expiration or sooner termination of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectthis Lease. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(iin Section 3.12(a) of the Seller Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, Schedule and except to the extent that any such non-compliance as would not reasonably be expected to have a Material Adverse Effect. There Effect with respect to the Transamerica Assets with respect to occurrences prior to the Transamerica Closing Date, (i) Seller is in material compliance with all applicable Environmental Laws (as of the date hereof and as of the Closing Date) with respect to the Intermodal Assets, which compliance includes the possession by the Seller or its Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws to operate the Intermodal Assets and compliance with the terms and conditions thereof, and (ii) within the past three years (or, with respect to any particular Intermodal Asset, such shorter period of time as Seller has owned or operated such Intermodal Asset), Seller has not received any written communication from a Governmental Authority or other Person that alleges that the Seller is not in such compliance or that Seller is a potentially liable party under Environmental Laws for cleanup. (b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule, within the past three years (or, with respect to any particular Intermodal Asset, such shorter period of time as Seller has owned or operated such Intermodal Asset) no material violation notice, demand, request for information, citation, claim, action, proceeding, summons or complaint has been received by any of Seller or any of its Subsidiaries, and no penalty has been assessed or, to Seller's Knowledge, threatened against Seller or any of its Subsidiaries by any Governmental Authority with respect to any alleged failure by Seller or any of its Subsidiaries to have any Permit required under any Environmental Law in connection with the ownership or other material Liability arising operation of the Intermodal Assets. (c) Except as set forth in Section 3.12(c) of the Seller Disclosure Schedule, to Seller's Knowledge, there are no administrative or judicial judgments, orders or decrees that relate to violations of or potential liability under any Environmental Law with respect to the Projects Intermodal Assets or the LandChicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule. (iid) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iiiSection 3.12(d) of the Seller Disclosure Schedules, such Permits Schedule and except as would not have been obtained in a timely manner and are presently maintained in full force and effect in Material Adverse Effect with respect to the name of an Acquired Company. (iv) Except Transamerica Assets as set forth on Schedule 3.01(p)(iv) of the Disclosure SchedulesTransamerica Closing Date, to Seller's Knowledge, Seller is not engaged in any activity in connection with the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use ownership or operation of the Land Intermodal Assets that would violate any Environmental Law. (e) To the Knowledge of Seller and except as would not have a Material Adverse Effect with respect to the Transamerica Assets as of the Transamerica Closing Date, no facts, circumstances or conditions exist with respect to the Acquired Assets or the business Chicago and Atlanta real properties described in Section 3.12(e) of the Acquired Companies as currently conducted Seller Disclosure Schedule that would could reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material Seller and Designated Subsidiary not being in compliance with or having to make capital expenditures to maintain compliance with Environmental Laws or Environmental Permits or incurring liability or interfere materially with the development, construction, ownership or operations of any Projectfor cleanup. (vf) Seller has made available provided Purchaser with copies of all environmental, health or safety assessments, audits, studies, inspections, analyses, results of investigations or other reports that have been performed in the past three years with respect to Purchaser all material environmental reportsthe Intermodal Assets or the Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule, assessments and documents that are in the possession possession, custody or control of Seller. (g) Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.12 are the sole and exclusive representations and warranties of the Seller or the Acquired Companies and that relate in this Agreement relating to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Landand other environmental matters.

Environmental. (i) This Section 4.07 shall constitute the sole representations of Seller with respect to environmental matters. 1. Except as set forth on Schedule 3.01(p)(i4.07(a) of or as would not, in the Disclosure Schedulesaggregate, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There materially and adversely affect the ability of the Holdcos or the Project Companies to conduct their respective Businesses, or result in material Environmental Liabilities: (A) Holdco and each Project Company is in compliance in all material respects with any Environmental Law and (B) to the Knowledge of Seller, within the last two (2) years, no material Holdco nor any Project Company has either been in violation of any Environmental Law or other material Liability arising under received any written notice, which remains uncured, from any Governmental Authority alleging that any Holdco, any Project Company or any Facility is in violation of any Environmental Law or subject to any material Environmental Liability; b. the Holdcos and the Project Companies possess all Permits required under Environmental Laws to conduct the Business as currently conducted and operated on the date hereof and at Closing and each such Permit is in full force and effect and the applicable Holdco or Project Company is, and, within the last two (2) years, has been, in compliance in all material respects with all its obligations with respect to the Projects or the Land.thereto; (ii) There c. there are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date threatened, against Seller (solely in respect of the Projects or the Acquired Companies)Seller, or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Holdco or any Acquired Project Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law or with respect to be acquired or held by or for any Hazardous Substances; d. except with respect to any CT Transfer Act Liabilities, there has been no Release within the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iiilast five (5) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedulesyears or, to the Knowledge of Seller, there has been no Release prior thereto of any Hazardous Substances at at, on, in, under or from any Facility for which Environmental Law would reasonably be expected to require notice or Remedial Action by any Holdco or any Project Company or to otherwise result in material Environmental Losses; e. none of the Projects in violation of Environmental Laws Holdcos, the Project Companies, or Permits required by or issued any Facility is subject to any outstanding Order pursuant to any Environmental Law for Law, which arises from the development, construction, ownership, use or operation of any Facility; and f. neither any Holdco nor any Project Company has arranged for or consented to the Land offsite disposal of Hazardous Substances in a manner or location that would reasonably be expected to give rise to any material Environmental Loss for any Holdco or any Project Company. 2. Except as set forth on Schedule 4.07(b), none of Seller, the Holdcos or the business of Project Companies or the Acquired Companies Purchaser is required to (i) make any filing with or provide any notice to any Governmental Authority, (ii) obtain any Governmental Approval, or (iii) conduct any investigation or Remedial Action, in each case under any applicable Environmental Law, including the CT Transfer Act, in order to consummate the transactions required under this Agreement. 3. Except as currently conducted set forth on Schedule 4.07(c), no Project Company or Holdco has assumed or agreed to indemnify by contract or any other means that would reasonably be reasonably expected to trigger give rise to any obligation of Seller or the Acquired Companies under material Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectLiability. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

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 Person or been subject to any (i) Except 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 set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, date hereof. (b) Each Acquired Company has obtained and is and has been for the Acquired Companies are past five (5) years in compliance in all material respects with all Environmental LawsPermits 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 to the extent that any as such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of result in any Environmental Law Claims that would, individually or other in the aggregate, be material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ive) Except as set forth on Schedule 3.01(p)(ivNo 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 another Person pursuant to or arising under, Environmental Law. (f) 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 possession or reasonable control of the Disclosure SchedulesParent or any Acquired Company concerning any noncompliance with or actual or potential Liability under Environmental Law on the part of any Acquired Company, to the Knowledge of Seller, there has been no including previously conducted environmental site assessments and documents regarding any Release of Hazardous Substances at Materials at, upon, from or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the developmentLeased Real Property or any property formerly owned, construction, ownership, use leased or operation of the Land or the business of the operated by an Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectCompany. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies Company and the Black Rock Entities are in compliance with all Environmental Laws, except to the extent that any such material non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability liability arising under any Environmental Law with respect to the Projects Project or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened threatened, as of the Execution Date date of this Agreement against Seller (solely in respect of the Projects Project, the Company or the Acquired CompaniesBlack Rock Entities), the Company or the Acquired Companies, Black Rock Entities relating to any material violation of Environmental Law. None of Seller Seller, the Company or any Acquired Company the Black Rock Entities has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects Project, the Company or the Acquired Companies BlackRock Entities (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller Seller, the Company or Acquired Companies the Black Rock Entities for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Company and the Black Rock Entities as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Companythe Company or the Black Rock Entities. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects Project in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Company and the Black Rock Entities as currently conducted that would be reasonably expected to trigger any obligation of Seller Seller, the Company or the Acquired Companies Black Rock Entities under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller Seller, the Company or the Acquired Companies Black Rock Entities and that relate to actual or potential material Liabilities liabilities or obligations under Environmental Laws with respect to the Projects Project or the Land.

Environmental. (i) Except as set forth on in Schedule 3.01(p)(i3.12: (a) of The Company and the Disclosure SchedulesSubsidiaries are and have been in compliance in all material respects with all applicable Environmental Laws, the Acquired Companies have obtained all material Environmental Permits and are in compliance in all material respects with their requirements, and have resolved all Environmental Laws, except to the extent that any such past non-compliance with Environmental Laws and Environmental Permits charged in writing by any Governmental Entity without any pending, on-going or future obligation, cost or liability. (b) There are no material Environmental Claims (as hereinafter defined) pending or, to the knowledge of the Company, threatened, or reasonably likely to be asserted against the Company or any of its Subsidiaries. (c) No Hazardous Substance has been placed, stored, located, released, transported, disposed of or otherwise come to be located on, under or near any of the Company's or any of the Subsidiaries' Owned Real Property or, to the knowledge of the Company and its Subsidiaries, any Leased Real Property or any property formerly owned or operated by the Company or its Subsidiaries except in the ordinary course of business and in strict compliance with Environmental Laws. (d) No Environmental Law imposes any obligation upon the Company or the Subsidiaries arising out of or as a condition to any transaction contemplated by this Agreement, including any requirement to modify or to transfer any permit or license, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgment or covenant in any land records, or the modification of or provision of notice under any agreement, consent order or consent decree, except such as would not be reasonably be expected likely to have a Material Adverse Effect. There is no material violation . (e) No Encumbrance has been placed upon any of any Environmental Law the Company's or other material Liability arising the Subsidiaries' properties under any Environmental Law with respect to the Projects or the LandLaw. (iif) There are no Actions or Proceedings pending or, to The Company and the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority Subsidiaries have provided Parent with copies of any environmental assessment or audit report or other relevant and material violation of any Environmental Law in respect of the Projects studies or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are analyses in the possession of Seller the Company or the Acquired Companies and that relate Subsidiaries relating to actual any real property currently or potential material Liabilities under Environmental Laws with respect to formerly owned, leased or occupied by the Projects Company or the LandSubsidiaries. The Company and the Subsidiaries have provided Parent with copies of all material records maintained for required environmental compliance. (g) As used in this Agreement, the following terms have the meanings set forth below:

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) Mortgagor represents and warrants, based upon an environmental assessment of the Disclosure SchedulesMortgaged Property and information that Mortgagor knows or should have reasonably known that: except as indicated in the environmental report delivered by Mortgagor to Mortgagee or as otherwise disclosed in writing to Mortgagee at or prior to the date hereof: (a) no portion of the Mortgaged Property has ever been used by the Mortgagor or any former owner, occupant or operator to generate, manufacture, refine, produce, treat, store, handle, dispose of, transfer, process or transport Hazardous Substances, whether or not any of those parties has received notice or advice from any governmental agency or other source with respect thereto; (b) no portion of the Acquired Companies are Mortgaged Property is now nor at any time that Mortgagor has owned the Mortgaged Property, nor at any time prior to Mortgagor acquiring title to the Mortgaged Property has ever been, used as a "Major Facility," as that term is defined in the Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. (said Spill Compensation and Control Act together with any amendments or revisions thereof and any regulations promulgated pursuant thereto being hereinafter collectively called the "Spill Act"), and that Mortgagor has not used, and does not intend to use, any portion of the Mortgaged Property for that purpose; (c) at any time that Mortgagor has owned the Mortgaged Property and at any time prior to Mortgagor acquiring title to the Mortgaged Property, Hazardous Substances have not been transported from the Mortgaged Property to another location which is not in compliance with all Environmental Laws, except ; and (d) there are no environmental permits required for current or anticipated uses of the Mortgaged Property; (e) no lien has been attached to the extent that Mortgaged Property under the Spill Act or any other Environmental Laws; and (f) Mortgagor has not in the past, and does not now own, operate or control any "Major Facility" (as such non-compliance would not reasonably be expected to have a Material Adverse Effect. There term is no material violation of defined in the Spill Act) or any Environmental Law hazardous or other material Liability arising under any Environmental Law with respect to the Projects or the Landsolid waste disposal facility. (ii) There are no Actions or Proceedings pending or, If a lien is filed against the Mortgaged Property pursuant to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Spill Act or any Acquired Company has received written notice from any Governmental Authority of any material violation of any other Environmental Law in respect of the Projects or the Acquired Companies (other than those violations any such lien which is filed with respect to any state of facts that have been resolved first come into existence after the Mortgagee or remediedany third party that is not related to or affiliated with Mortgagor acquires title to the Mortgaged Property through foreclosure of this Mortgage or a deed in lieu thereof), Mortgagor shall immediately either: (i) pay the claim and remove the lien from the Mortgaged Property, or (ii) furnish (a) a bond reasonably satisfactory to Mortgagee and the title insurance company which insures the priority of the lien of this Mortgage in the amount of the claim out of which the lien arises, (b) a cash deposit in the amount of the claim out of which the lien arises, or (c) other security reasonably satisfactory to Mortgagee in an amount sufficient to discharge the claim out of which the lien arises. In addition to the foregoing, Mortgagor hereby agrees to defend, indemnify and to save Mortgagee harmless from and against all loss, damage, liability and expense (including reasonable attorney's fees and expenses) which Mortgagee may sustain by reason of any lien filed against the Mortgaged Property pursuant to the Spill Act or any other federal, state or local laws, ordinances, rules or regulations. Mortgagor shall be personally liable to Mortgagee for the foregoing notwithstanding any exculpatory provisions contained in this Mortgage, the Note or the other Loan Documents. (iii) Schedule 3.01(p)(iii) All references herein to executives, departments, funds, statutes, and acts of the Disclosure Schedules sets forthState of New Jersey are not intended to be exclusive and shall be deemed to apply to any successors, as replacements, amendments, thereof and any additional statutes, rules, regulations, organizations and persons of a similar nature, whether of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit State of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land New Jersey or the business United State of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired CompanyAmerica. (iv) Except Upon Mortgagee's request, and in all events no later than sixty (60) days prior to "closing, terminating or transferring operations" (as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are term is defined in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental New Jersey Industrial Site Recovery Act, Senate No. 1070, N.J. Laws with respect to the Projects or the Land.1993, c. 139 (effective June 16, 1993), N.J.

Environmental. ▇▇▇▇▇ shall defend, indemnify and hold harmless Cerprobe, the Surviving Corporation, and their officers and directors, for, from and against any and all Losses with respect to or arising out of any Claim which Cerprobe, the Surviving Corporation, or their officers, directors and shareholders may suffer or incur by reason of: (i) Except any generation, transportation, storage, treatment or disposal of any hazardous substances, solids or wastes as set forth contemplated in Section 5.3(af) hereof ("Hazardous Substances") by or on Schedule 3.01(p)(i) behalf of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except Company occurring on or prior to the extent that Effective Time including, without limitation, any waste or other disposal activities or discharges which occurred at a facility on which a portion of Company's (or its predecessors') business was conducted, any waste or other disposal activities or discharges which occurred off of any such non-compliance would not reasonably be expected facility with regard to have a Material Adverse Effect. There is no material violation of wastes and other substances generated on such facility, and any Environmental Law waste or other material Liability arising under disposal activities or discharges which occurred on real estate at any Environmental Law with respect to time whether or not Company (or its predecessors) owned or leased such real estate at the Projects time such waste or the Land.other disposal activities or discharges were engaged in, and whether or not Company performed such waste or other disposal activities or discharges; (ii) There are no Actions any releases or Proceedings pending orthreatened releases as defined now or in the future under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, P.L. 96-510, as amended or reauthorized from time to time, or any other similar federal, state or local laws, statutes, rules or regulations occurring on or prior to the Knowledge Effective Time, including, but not limited to, (A) those releases of SellerHazardous Substances involving potential or actual environmental contamination which required notification or reporting to appropriate federal, threatened as of the Execution Date against Seller (solely in respect of the Projects state or the Acquired Companies)local officials or agencies, or clean-up or remedial activities and (B) those releases or incidents which occurred prior to the Acquired CompaniesEffective Time, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects requirements imposing such notification or the Acquired Companies (other than those violations that reporting obligations or 32 clean-up or remedial activities, but which would have been resolved or remedied).subject to such obligations if they had occurred subsequent to the effective date of such requirements; (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held discharges by or for on behalf of Company or as a result of any activities by or on behalf of Company to surface waters or groundwaters occurring on or prior to the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company.Effective Time; (iv) Except as set forth any air emissions of Company occurring on Schedule 3.01(p)(iv) of the Disclosure Schedules, or prior to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project.Effective Time; (v) Seller has made available the exposure of and resulting consequences to Purchaser all any persons, including, but not limited to, past or present employees of Company or the Surviving Corporation, to any mineral, chemical or industrial product, raw material environmental reportsintermediate, assessments and documents that are by-product or medical or other waste, or substance created, generated, processed, handled or originating at a facility at which Company (or any of its predecessors) conducted business on or prior to the Effective Time or otherwise used by Company (or any of its or their predecessors) in the possession conduct of Seller its business; (vi) any violations by or the Acquired Companies and that relate to actual on behalf of Company or potential material Liabilities under Environmental Laws with respect any other activity by or on behalf of Company occurring on or prior to the Projects Effective Time of federal, state or local (A) environmental laws, or (B) occupational or employee health and safety laws (but excluding any product liability claims, any workers' compensation claims and any claim under the LandOccupational Safety and Health Act not involving environmental laws or Hazardous Substances); (vii) any and all actions, failures to act and negligence by or on behalf of Company in monitoring, maintaining and upkeep of on-site storage, treatment and disposal facilities on or prior to the Effective Time; (viii) any use, removal, maintenance or monitoring by or on behalf of Company or any other activity by or on behalf of Company of storage tanks on or prior to the Effective Time; or (ix) any violations, fees, obligations or failures by Company or any other activity by or on behalf of Company to comply with any and all environmental permit requirements on or prior to the Effective Time.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies The Company and its Subsidiaries are now and always have been in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except where failure to the extent that any such non-be in compliance would not be reasonably be expected to have a Material Adverse Effect. . (b) Except as would not be reasonably expected to have a Material Adverse Effect, the Company and its Subsidiaries have all the Environmental Permits necessary for the conduct and operation of the business as now being conducted, and all such permits are in good standing. (c) There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings Claim pending or, to the Knowledge of Seller, threatened as of against the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Company or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that its Subsidiaries which would be reasonably expected to have been resolved or remedied)a Material Adverse Effect. (iiid) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forthExcept as would not be reasonably expected to have a Material Adverse Effect, as of the Execution Datethere is not now and has not been any Hazardous Materials generated, all material Permits required pursuant to treated, stored, transported, disposed of, Released or otherwise existing on, under, or emanating from or to, any Environmental Law to be acquired Company or held by Subsidiary owned, leased or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or operated property associated with the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained except in full force and effect in the name of an Acquired Companycompliance with all applicable Environmental Laws. (ive) Except as set forth on Schedule 3.01(p)(iv) There is no site to which either the Company or its Subsidiaries has transported or arranged for the transport of the Disclosure SchedulesHazardous Materials which, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from is the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations subject of any Projectenvironmental action. (vf) Seller has made available for inspection to Purchaser all Buyer true, complete and correct copies and results of any material environmental reports, assessments and documents that are in the possession of studies, analyses, tests or monitoring possessed by Seller pertaining to Hazardous Materials in, on, beneath or the Acquired Companies and that relate adjacent to actual any property currently owned, operated or potential material Liabilities under leased by Seller, or regarding Seller’s compliance with applicable Environmental Laws with respect to the Projects or the LandLaws.

Environmental. (i) Schedule 3.1(h)(i)-A sets forth a list of all material Environmental Permits held by Idaho Power for the operation of the PacifiCorp Acquired Assets. Except as set forth on Schedule 3.1(h)(i)-B, (1) Idaho Power (to the extent related to the PacifiCorp Acquired Assets) is in compliance with all applicable Environmental Laws, (2) to Idaho Power’s Knowledge, Idaho Power possesses all Environmental Permits required under Environmental Laws for the operation of the PacifiCorp Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the H▇▇▇▇▇▇▇▇ Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) and is in compliance with such Environmental Permits; and (3) Idaho Power has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the PacifiCorp Acquired Assets is subject to termination, modification or revocation. (ii) Except as set forth on Schedule 3.01(p)(i3.1(h)(ii), to Idaho Power’s Knowledge neither Idaho Power nor any Affiliate of Idaho Power has received within the last five (5) of the Disclosure Schedulesyears and at any prior time, the Acquired Companies are in compliance with all Environmental Lawsany written notice, except to the extent that report, request for information or other information regarding any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material actual or alleged violation of Environmental Laws or any Environmental Law Liabilities or other material Liability arising under potential Liabilities, including any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending orinvestigatory, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies)remedial, or the Acquired Companiescorrective obligations, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect the operation of the Projects PacifiCorp Acquired Assets arising under or the Acquired Companies (other than those violations that have been resolved relating to Environmental Laws or remedied)regarding Hazardous Materials. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in on Schedule 3.01(p)(iii3.1(h)(iii), (1) to Idaho Power’s Knowledge, Idaho Power has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the PacifiCorp Acquired Assets that could form a basis for an Environmental Claim, and (2) Idaho Power has not received written notice of any Environmental Claims related to the Disclosure SchedulesPacifiCorp Acquired Assets that have not been fully and finally resolved and, to Idaho Power’s Knowledge, no such Permits have been obtained in a timely manner and Environmental Claims are presently maintained in full force and effect in the name of an Acquired Companypending or threatened against Idaho Power. (iv) Except as set forth on Schedule 3.01(p)(iv) 3.1(h)(iv), to Idaho Power’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by Idaho Power or, to Idaho Power’s Knowledge, otherwise located on any of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the PacifiCorp Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectAssets. (v) Seller Except as set forth on Schedule 3.1(h)(v), with respect to the PacifiCorp Acquired Assets, to Idaho Power’s Knowledge within the last five (5) years and at any prior time, Idaho Power has made available not assumed or retained, by contract or, to Purchaser Idaho Power’s Knowledge, by operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials with respect to the PacifiCorp Acquired Assets. (vi) Schedule 3.1(h)(vi) lists all of the material environmental reports, assessments and documents reports relating to the PacifiCorp Acquired Assets that are in the possession or reasonable control of Seller or the Acquired Companies and that relate Idaho Power, copies of which have been made available to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the LandPacifiCorp.

Environmental. (i) Except as identified by the Environmental Audits or as otherwise set forth on Schedule 3.01(p)(i4.15: (a) of The Business and the Disclosure Schedules, the Acquired Companies Purchased Assets are in material compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements and obligations established under applicable Environmental Laws. Without limiting the generality of the foregoing, except to the extent that Business is in material compliance with all terms and conditions of the State of Michigan Renewable Operating Permit as revised on or about June 9, 2003. (b) The Seller is not in receipt of any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material pending notice of violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects Business or the LandPurchased Assets. (iic) There has been no disposal or release of Hazardous Substances at, in or under or from any of the Purchased Assets or from the Business that reasonably could be expected, now or with the passage of time, to result in material liability to the Buying Parties after the Closing. (d) There are no Actions or Proceedings pending or, to the Knowledge of the Seller, threatened as actions, suits, claims, investigations, inquiries or proceedings by or before any court or other Governmental Authority directed against the Seller in connection with the Business or any of the Execution Date against Purchased Assets that pertain or relate to (i) any obligations or liabilities, contingent or otherwise, under any Environmental Law; (ii) violations or alleged violations of Environmental Laws; or (iii) personal injury or property damage claims relating to the release into the environment of Hazardous Substances. (e) The Seller (solely in respect is not operating or required to be operating the Business or any of the Projects Purchased Assets under any compliance or consent order, decree or agreement issued or entered into under Environmental Laws. (f) To the Knowledge of the Seller, there is no asbestos or asbestos containing materials present at or in any of the Purchased Assets other than floor tile mastic. (g) To the Knowledge of the Seller, no underground storage tanks or polychlorinated biphenyls have been introduced to the Owned Real Property by the Seller in connection with the Business except for trace amounts of polychlorinated biphenyls in scrap. (h) To the Knowledge of the Seller and other than in the ordinary course of business, there are no liabilities under Environmental Laws arising from or related to the Purchased Assets or the Acquired Companies)Business with respect to which the Seller has assumed or otherwise agreed to be responsible for the liabilities of a Third Party, by contract or otherwise. (i) To the Acquired CompaniesKnowledge of the Seller, relating the Seller has provided the Buyer access to and copies as requested of (i) any material violation Third Party environmental audits, evaluations, assessments and investigations pertaining to the Business or any of Environmental Law. None the Purchased Assets that are in the possession of or subject to the control of the Seller or any Acquired Company has received written notice from of its Affiliates and that were prepared or conducted since June 30, 1998, and (ii) all monitoring data of, and other environmental records pertaining to, the Business or any Governmental Authority of any material violation of any Environmental Law in respect of the Projects Purchased Assets that are in the possession of or subject to the Acquired Companies (other than those violations control of the Seller or any of its Affiliates and that have been resolved were prepared or remedied)conducted since June 30, 2002. (iiij) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, The Seller is in material compliance with all material Environmental Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for in connection with the development, construction, ownership, use or operation of Business and all Environmental Permits held by the Land or Seller in connection with the business of the Acquired Companies as currently conductedBusiness are identified on Schedule 4.15. Each Environmental Permit listed on Schedule 4.15 is valid and in full force and effect. Except as set forth in Schedule 3.01(p)(iii) 4.15, the Seller is not in violation of any of the Disclosure Schedules, such requirements pertaining to those Environmental Permits. All Environmental Permits necessary to conduct the Business as currently conducted have been obtained in a timely manner acquired and are presently maintained in full force and effect in the name of an Acquired Companyeffect. (ivk) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to To the Knowledge of the Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation all of the Land or information set forth in Schedule 7.12 is complete and accurate. Notwithstanding anything to the business of contrary in this Agreement, the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to reportrepresentations and warranties contained in this Section 4.15 and Sections 4.5, investigate4.6(a), remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. 4.6(b) (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws other than with respect to the Projects use of engineered controls, isolation zones, use restrictions and limitations that do not materially impact the conduct of the Business as presently conducted), 4.21(a) and 4.25 (which, to the extent they relate to environmental matters, are incorporated herein) are the only representations and warranties of the Seller that pertain to Environmental Laws or the LandEnvironmental Permits.

Environmental. (a) Prior to the execution of this Agreement, Sellers have provided to Citadel a true and correct copy of all environmental site assessments, studies, tests, reports and communications relating to the Real Property and Leaseholds which are known to Sellers and are in the possession of Sellers or any Affiliate of Sellers. (b) Except as disclosed on Sellers' Disclosure Schedule or in the Environmental Reports, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Real Property or Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Real Property or Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as set forth disclosed on Schedule 3.01(p)(i) Sellers' Disclosure Schedule, no structure, improvements, equipment, fixtures, activities or facilities located on any of the Disclosure Schedules, Real Property or Leaseholds uses Hazardous Materials except those used in the Acquired Companies are ordinary course of the Business and in compliance with all applicable Environmental Laws. (d) Except as specifically described on Sellers' Disclosure Schedule or in the Environmental Reports, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of Sellers, or to the best of the knowledge of Sellers and Stockholder 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 any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law the Real Property or other material Liability arising under any Environmental Law with respect to the Projects or the LandLeaseholds. (iie) There Except as disclosed on Sellers' Disclosure Schedule or in the Environmental Reports, there are no Actions underground storage tanks, or Proceedings pending orunderground piping associated with tanks, used for the management of Hazardous Materials at any of the Real Property or Leaseholds and there are no abandoned underground storage tanks at any of the Real Property or Leaseholds. (f) No Seller is subject to any Environmental Claims, no Environmental Claims have been threatened, nor, to the Knowledge of Seller, threatened as best of the Execution Date against Seller (solely in respect knowledge of the Projects or the Acquired Companies)Sellers and Stockholder, or the Acquired Companies, relating to is there any material violation of basis for any such Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Claims. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (a) Prior to the execution of this Agreement, Sellers have provided to Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on SELLERS' DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as set forth disclosed on Schedule 3.01(p)(i) SELLERS' DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the ordinary course of the Disclosure Schedules, the Acquired Companies are Business and in compliance with all applicable Environmental Laws. (d) Except as specifically described on SELLERS' DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of either Seller, or to the best of the knowledge of Sellers arising from any other activities, except to the extent that any such non-compliance would releases or threatened releases do not reasonably be expected to have constitute a Material Adverse Effect. There is no material violation condition of any Environmental Law or other material Liability arising under any Environmental Law with respect Noncompliance relating to the Projects or the LandLeaseholds. (iie) There Except as disclosed on SELLERS' DISCLOSURE SCHEDULE, there are no Actions underground storage tanks, or Proceedings pending orunderground piping associated with tanks, used for the management of Hazardous Materials at the Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which have not been either abandoned in place or removed pursuant to a permit issued by a Governmental Authority. (f) Neither Seller is subject to any Environmental Claims against Sellers, no Environmental Claims have been threatened, nor, to the Knowledge of Seller, threatened as best of the Execution Date against Seller (solely in respect knowledge of the Projects or the Acquired Companies)Sellers, or the Acquired Companies, relating to is there any material violation of basis for any such Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Claims. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i3.10: (a) of the Disclosure SchedulesThe Company is, the Acquired Companies are and since January 1, 2016 has been, in compliance in all material respects with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (iib) There The Company has obtained all material Permits required under Environmental Law which are no Actions or Proceedings necessary for its operations. The Company is, and since January 1, 2016 has been, in compliance in all material respects with all terms and conditions of such Permits. (c) As of the date of this Agreement, the Company is not the subject of any past, pending or, to the Knowledge of Sellerthe Company, threatened as Action alleging Liability of the Execution Date against Seller (solely in respect Company or the Business under, or any failure of the Projects Company or the Acquired Companies)Business to comply materially with, any Environmental Law or the Acquired Companies, relating to any material violation of Permit issued under Environmental Law. None of Seller or any Acquired Notwithstanding the foregoing, the Company has not received any written notice from any Governmental Authority of any material violation of any potential Liability under Environmental Law in respect of related to the Projects Company’s or the Acquired Companies (other than those violations that have been resolved Business’s prior use of real property and/or disposal or remedied)arrangement for disposal of a Hazardous Substance. (iiid) Schedule 3.01(p)(iii) of Neither the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to Company nor any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws Stockholder with respect to the Projects Business released, disposed or arranged for disposal of, or exposed any Person to, any Hazardous Substances, or owned or operated any real property contaminated by any Hazardous Substances, in each case that has resulted in an investigation or cleanup by, or Liability of, the LandCompany with respect to the Business. (e) The Company has not, by operation of contract or Applicable Law, succeeded to, assumed or accepted assignment of the Liability of another Person with regard to compliance with or Liability under any Environmental Law including but not limited to the Liability for costs of investigation, remediation, removal and/or monitoring of Hazardous Substances that were actually or allegedly disposed at any location including but not limited to the Owned Real Property, the Leased Real Property and any property previously owned or leased by the Company. The representations and warranties contained in this Section 3.10 are the sole and exclusive representations and warranties relating to Environmental Law.

Environmental. To Seller’s knowledge, or except as may be set forth in the Existing Environmental Reports or other written Due Diligence Material, (i) Except as set forth on Schedule 3.01(p)(i) Seller has no knowledge of the Disclosure Schedulespresence of any Hazardous Substances on the Property, other than such PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 15 Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the Acquired Companies are operation, repair and maintenance of an office building, or as may be used, stored and disposed of by the tenant under the Lease in compliance with all Environmental Laws, except to the extent conduct of its business at the Property; (ii) Seller has not used and has no knowledge that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation other person has used the Property for the generation, recyling, use, reuse, sale, storage, handling, transportation and/or disposal of any Environmental Law Hazardous Substances on the Property (except for such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, maintenance and repair of an office building, or other material Liability arising as may be used, stored and disposed of by the tenant under the Lease in the conduct of its business at the Property); and (iii) Seller has not received any written notification from any governmental authority as to any violations of or failure to comply with any Environmental Law with respect to the Projects Property. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed made as of the date hereof and remade by Seller as of the Closing Date in all material respects, with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(i) hereof. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Land. (ii) There are no Actions Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or Proceedings pending orwarranty, to express or implied, regarding the Knowledge Property, whether made by Seller, on behalf of Seller, threatened as or otherwise, including, without limitation, the physical condition of the Execution Date against Seller (solely in respect Property, the financial condition of the Projects tenant under the Lease, title to or the Acquired Companies)boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenant or the Acquired CompaniesProperty, relating and any other information pertaining to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects Property or the Acquired Companies market and physical environments in which the Property is located. Purchaser acknowledges (other than those violations i) that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) Purchaser has entered into this Agreement with the intention of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner making and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, relying upon its own investigation or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments Purchaser’s own consultants and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws representatives with respect to the Projects physical, environmental, economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the LandClosing, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Property and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph shall survive the Closing for a period of one hundred eighty (180) days following the Closing, subject to Article 11 hereof; provided, however, that the provisions of Section 4.1(m) above shall survive the Closing until the second (2nd) anniversary of the Closing Date, also subject to Article 11 hereof.

Environmental. (i) Except as set forth on specifically described in Schedule 3.01(p)(i) 3.1(bb)(i), Seller (in respect of the Disclosure Schedules, Purchased Businesses and the Acquired Companies Assets) and the Owned Real Property and the Leased Real Property and all operations thereon have been and are in material compliance with all applicable Environmental Laws. (ii) Seller has all Permits required under Environmental Laws that are material to the Purchased Businesses and to own, use and operate the Assets (the “Environmental Permits”), all of which are described in Schedule 3.1(bb)(ii). Each Environmental Permit is valid, subsisting and in good standing, and Seller is not in default or breach of any Environmental Permit, and, to Seller’s knowledge, no proceeding is pending or threatened and no grounds exist to revoke or limit any Environmental Permit. Seller has provided a copy of each Environmental Permit to Purchaser. (iii) Seller, in respect of the Purchased Businesses, has not used or permitted to be used, except in material compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation Assets, the Owned Real Property or the Leased Real Property in conjunction with the Release, generation, manufacture, process, distribution, use, treatment, storage, transportation or handling of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired CompanyHazardous Substance. (iv) Except as set forth disclosed on Schedule 3.01(p)(iv3.1(bb)(iv) of the Disclosure Schedules, to the Knowledge of Selleror in material compliance with Environmental Laws, there has been are no Release of Hazardous Substances at located on, in, under or from the Projects Owned Real Property or the Leased Property and all Hazardous Substances relating in violation of any way to the Purchased Businesses (including any Hazardous Substances treated in any manner by or resulting from the Effluent Treatment System) have been disposed of, treated and stored in material compliance with all Environmental Laws or Permits required by or issued pursuant and in such manner that there is no actual, alleged, nor (to any Environmental Law for the developmentknowledge of Seller) potential, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation material liability of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate for such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectHazardous Substances. (v) Except as disclosed in Schedule 3.1(bb)(v), Seller (in respect of the Purchased Businesses and the Assets) has made available to Purchaser all material environmental reportsnot received any written notice of, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to has it been prosecuted for, any actual or potential material Liabilities alleged non-compliance with any Environmental Laws, nor has Seller settled any allegation of non-compliance prior to prosecution, in each case since December 1, 2004. Except as disclosed in Schedule 3.1(bb)(v), there are no actions, proceedings, notices, orders, written demands or directions relating to environmental matters requiring, or notifying Seller that it is or may be responsible for, any investigation, containment, clean-up, remediation or other corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to the Projects Purchased Businesses or the LandAssets. (vi) Seller has delivered to Purchaser or made available to Purchaser on the Project Wahoo Data Site true and complete copies of all material environmental reports, audits, evaluations, assessments, studies or tests relating to the Purchased Businesses, the Assets, the Owned Real Property or the Leased Real Property and their use that are under, or with reasonable effort could be brought under, the possession or control of Seller.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) 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 or all of the Disclosure SchedulesReal Property, including the Studio Site and the Tower Site (collectively, the Acquired Companies are in compliance with all "Environmental LawsAssessments"). Seller shall cooperate, except and shall use reasonable efforts to the extent 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 nonfirms 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, so long as the initial Environmental Assessment for a piece of property has been ordered within such time, any follow-compliance would up Environmental Assessments need not reasonably be expected ordered within such time. Delivery of the Environmental Assessments to Buyer shall not relieve Seller of any obligation with respect to any representation, warranty or covenant of Seller herein or waive any condition to Buyer's obligations herein. If any Environmental Assessment, including any follow-up Environmental Assessment, reveals the existence of Environmental Noncompliance (defined as any condition inconsistent with Section 2.15 hereof), Buyer shall have a Material Adverse Effect. There is no material violation the right to terminate this Agreement, exercisable by giving written notice thereof to Seller within fifteen (15) days of the receipt by Buyer of any Environmental Law Assessment, or other material Liability arising under any within such longer period as is reasonable in the event further Environmental Law with respect Assessments are ordered, specifying the nature of the Environmental Noncompliance revealed by 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 Projects or Closing, and the Land. 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 (ii) There are no Actions or Proceedings pending or$250,000), this Agreement shall terminate unless Buyer agrees to be responsible for the Knowledge remediation costs in excess of SellerTwo Hundred Fifty Thousand Dollars ($250,000), threatened as in which event the Closing will take place with a reduction of the Execution Date against Seller Purchase Price in the amount of Two Hundred Fifty Thousand Dollars (solely $250,000) and Buyer shall be responsible for remedying the problem at its sole cost and expense. Nothing in respect of the Projects this Section or the Acquired Companies), or the Acquired Companies, relating to otherwise in this Agreement shall be construed as creating any material violation of Environmental Law. None of Seller third-party beneficiaries or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law other rights in respect of the Projects or the Acquired Companies (parties other than those violations that have been resolved or remedied)the parties hereto. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. 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 incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10 and by Article IX. (ia) Except as set forth on Schedule 3.01(p)(i5.10(a)-1, (i) of the Disclosure Schedulesto Seller’s Knowledge, the Acquired Companies are in compliance with Seller presently possesses all Environmental LawsPermits necessary to own, except maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the extent that any such non-compliance would not reasonably be expected Business as it is currently being conducted, (ii) to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law Seller’s Knowledge, with respect to the Projects Purchased Assets and the Business, Seller is in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the Landoperation of the Business. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ivb) Except as set forth on Schedule 3.01(p)(iv) 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 actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Disclosure SchedulesBusiness or the Purchased Assets arising under Environmental Laws. (c) Except as set forth on Schedule 5.10(c), (i) to the Knowledge of Seller’s Knowledge, there is and has been no Release of Hazardous Substances at from, in, on, or from beneath the Projects in violation of Real Property that could form a basis for an Environmental Laws or Permits required by or issued pursuant Claim, and (ii) there are no Environmental Claims related to any Environmental Law for STLD01-1185616-10 MICHIGAN GAS the development, construction, ownership, use or operation of the Land Purchased Assets or the business of the Acquired Companies as currently conducted that would be reasonably expected Business, which are pending or, to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to reportSeller’s Knowledge, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectthreatened against Seller. (vd) Seller has made available to Purchaser Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental reportsmatters relating to the Purchased Assets, assessments and documents 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 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 or has not entered into any settlements with any of its insurance carriers in connection with the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect clean-up of any of the manufactured gas plant sites related to the Projects Purchased Assets or the LandAssumed Obligations.

Environmental. Seller has received no written notice from any governmental authority that such governmental authority has determined that there are any violations of an Environmental Law affecting the Property. Seller has received no written notice from any governmental authority that the Property has been previously used as a landfill or as a dump for garbage or refuse. In the event, prior to Closing, Seller receives written notice from any governmental authority that such authority has determined there are any violations or possible violations of an Environmental Law affecting the Property, Seller shall immediately notify Purchaser thereof. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed made as of the date hereof and remade by Seller as of the Closing Date in all material respects, with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(f) hereof. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenant under the Lease, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenant under the Lease or the Property, and any other information pertaining to the Property or the market and physical environments in which the Property is located. Purchaser acknowledges (i) Except as set forth on Schedule 3.01(p)(i) that Purchaser has entered into this Agreement with the intention of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except to the extent making and relying upon its own investigation or that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law Purchaser’s own consultants and representatives with respect to the Projects or physical, environmental, economic and legal condition of the Land. Property and (ii) There are no Actions that Purchaser is not relying upon any statements, representations or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority warranties of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (kind, other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as specifically set forth in Schedule 3.01(p)(iiithis Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Disclosure SchedulesProperty and become fully familiar with the physical condition thereof and, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, subject to the Knowledge terms and conditions of Sellerthis Agreement, there has been no Release shall purchase the Property in its “as is” condition, “with all faults,” on the Closing Date. The provisions of Hazardous Substances at or from this paragraph shall survive the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for Closing until the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations expiration of any Projectapplicable statute of limitations. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on in Schedule 3.01(p)(i5.19: (a) to the Knowledge of the Disclosure SchedulesSeller, the Acquired Companies ▇▇▇▇▇ and Equipment are in material compliance with all applicable Environmental Laws; (b) Seller has not received, except and to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is Knowledge of Seller no material violation 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 other material Liability arising under operation of any Environmental Law with respect to of the Projects Assets and no such proceeding, claim or the Land. (ii) There are no Actions or Proceedings lawsuit is pending or, to the Knowledge of Seller, threatened as with respect to or in connection with any of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Assets. (iiic) Schedule 3.01(p)(iii) to the Knowledge of the Disclosure Schedules sets forth, as of the Execution DateSeller, all material Permits required pursuant to any under Environmental Law to be acquired or conduct the business currently conducted with respect to the Assets as of the Closing Date are held by Seller or for the benefit operator of the Assets; (d) 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 or Acquired Companies for the development, construction, ownership, use or operation no operator of any of the Land Assets has received any written notice of any action, hearing, proceeding, claim or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Scheduleslawsuit seeking to terminate, revoke or materially modify any such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company.Permit; (ivf) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been are no Release of Hazardous Substances Pollutants present at any Interests or from the Projects in violation of ▇▇▇▇▇ at concentrations requiring investigative, 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 Permits required by or issued pursuant 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 with respect to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted Well from any Governmental Authority requiring that would such Well be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or plugged and abandoned that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project.has not been plugged and abandoned; (vi) to the Knowledge of Seller, all ▇▇▇▇▇ that have been plugged and abandoned have been plugged and abandoned in accordance in all material respects with all applicable Environmental Laws; and (j) Seller has made available to Purchaser Buyer all material environmental reports, studies, audits, sampling data, site assessments and documents risk assessments with respect to the Assets that are in the possession 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 Acquired Companies contrary contained in this Agreement, (i) all representations and that relate to actual warranties made or potential material Liabilities under Environmental Laws given by Seller in this Agreement with respect to environmental matters, 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 (ii) the Projects presence or existence of NORM in or with respect to any of the LandAssets shall not give rise to or constitute a breach of the representations and warranties made and given by Seller in this Section 5.19.

Environmental. 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 incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10 and by Article IX. (ia) Except as set forth on Schedule 3.01(p)(i5.10(a)-1, (i) of the Disclosure Schedulesto Seller's Knowledge, the Acquired Companies are in compliance with Seller presently possesses all Environmental LawsPermits necessary to own, except maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the extent that any such non-compliance would not reasonably be expected Business as it is currently being conducted, (ii) to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law Seller's Knowledge, with respect to the Projects Purchased Assets and the Business, Seller is in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the Landoperation of the Business. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (ivb) Except as set forth on Schedule 3.01(p)(iv) 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 actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Disclosure SchedulesBusiness or the Purchased Assets arising under Environmental Laws. (c) Except as set forth on Schedule 5.10(c), (i) to the Knowledge of Seller's Knowledge, there is and has been no Release of Hazardous Substances at from, in, on, or from beneath the Projects in violation of Real Property that could form a basis for an Environmental Laws or Permits required by or issued pursuant Claim, and (ii) there are no Environmental Claims related to any Environmental Law for the development, construction, ownership, use or operation of the Land Purchased Assets or the business of the Acquired Companies as currently conducted that would be reasonably expected Business, which are pending or, to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to reportSeller's Knowledge, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Projectthreatened against Seller. (vd) Seller has made available to Purchaser Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental reportsmatters relating to the Purchased Assets, assessments and documents 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 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 or has not entered into any settlements with any of its insurance carriers in connection with the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect clean-up of any of the manufactured gas plant sites related to the Projects Purchased Assets or the LandAssumed Obligations.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) To the knowledge of the Disclosure SchedulesVendor and the Corporation, except as described in Schedule 3.33: (a) The Corporation has not received notice that it is potentially responsible for any federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws. The Corporation has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites for Hazardous Substances. (b) The Corporation has never received any notice of, nor been prosecuted for an offense alleging non-compliance with any Environmental Laws, and neither the Vendor nor the Corporation has settled any allegation of noncompliance with Environmental Laws short of prosecution. There are no orders or directions of any competent authority of which the Corporation or Vendor has notice relating to environmental matters or Environmental Laws requiring any remedial activity, work, repairs, construction or capital expenditures for the Business or any property of the Corporation. (c) The Corporation has not received any notice that it is required to obtained any Environmental Permits which it has not obtained. The Corporation has not received any notice of any material violation of any of its Environmental Permit, and no proceeding is pending or threatened, to revoke or limit any Environmental Permit. (d) Schedule 3.33 identifies all of the locations where Hazardous Material used in whole or in part by the Corporation have been or are being stored or disposed of (in those instances when the Hazardous Material was stored or disposed of by the Corporation) at any time in the past 5 years, and all persons who have transported (off-site), stored or disposed of any Hazardous Material for the Corporation in the past 5 years. (e) The Vendor and the Corporation have delivered to the Purchaser true and complete copies of all environmental audits, evaluations, studies, assessments or tests in the possession or custody, or subject to the control of the Vendor or Corporation, relating to the Vendor, the Acquired Companies are Corporation or any Immovable Property or Leased Property. (f) The Corporation has not permitted or caused the material Release of any Hazardous Substances used in whole or in part by the Corporation or resulting from the Business except in compliance with all Environmental Laws, except and the Corporation has made any required report regarding any Release of a Hazardous Substance unless the Release or failure to the extent that any such non-compliance report would not reasonably be expected to have a Material Adverse Effect. There is no create material violation liability on the part of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandCorporation. (iig) There are no Actions or Proceedings pending or, not now and to the Knowledge of Seller, threatened as knowledge of the Execution Date against Seller (solely in respect of Vendor and the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that Corporation there never have been resolved any underground or remedied)above ground storage or disposal tanks on the Immovable Property. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i3.18, since February 28, 2007: (a) of the Disclosure SchedulesEach Acquired Entity has been, the Acquired Companies are and is currently, in compliance in all material respects with all applicable Environmental Laws. (b) The Acquired Entities have received no written notice regarding and no Action is pending nor, except to the extent that Company’s Knowledge, Threatened against any such Acquired Entity with respect to non-compliance with or Liability under Environmental Laws or with respect to Hazardous Materials. None of the Acquired Entities is subject to any Order with respect to matters under Environmental Laws as to which there are outstanding obligations. (c) All material permits required under applicable Environmental Laws for the operation of the business of the Acquired Entities (“Environmental Permits”) have been obtained and are in full force and effect, and no Acquired Entity has received notice that any Governmental Authority intends to revoke, modify or terminate any such environmental permits. (d) There has been no disposal or Release by or at the direction of any Acquired Entity of any Hazardous Materials on, at, or under any current or former property owned or operated by any Acquired Entity, or at any offsite disposal location, except in material compliance with Environmental Laws and as would not reasonably be expected to have a result in material liability to any Acquired Entity pursuant to any Environmental Law. (e) None of the Acquired Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material Adverse Effect. There is no in material violation of any Environmental Law Laws, or other material which could reasonably be expected to result in or give rise to Liability arising under of any Acquired Entity, or require a cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law with respect to the Projects or the LandLaw. (iif) There To the Knowledge of the Company, no sumps, lagoons, or aboveground or underground storage tanks containing Hazardous Materials are no Actions or Proceedings have been, located at, on or under the properties owned or operated by any Acquired Entity. (g) The Company has provided the Buyer with access to copies of all environmental assessments, audits, and reports with a material bearing on the environmental condition of any real property leased or operated by any Acquired Entity or non-compliance with or Liability of any Acquired Entity under Environmental Law, copies of material Environmental Permits, and material documents filed in any civil, administrative or criminal proceeding pending or, to the Knowledge of Sellerthe Company, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law Entity, in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are each case in the possession or reasonable control of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the LandCompany.

Environmental. (a) Prior to the execution of this Agreement, the Company has provided to Parent and Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to the best of the knowledge of the Company, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on the Real Property or any of the leaseholds existing under the Real Property Leases and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Real Property or any of the leaseholds existing under the Real Property Leases, any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as set forth disclosed on Schedule 3.01(p)(i) COMPANY'S DISCLOSURE SCHEDULE, to the best of the Disclosure SchedulesCompany's knowledge, no structure, improvements, equipment, fixtures, activities or facilities located on the Acquired Companies are Real Property or any of the leaseholds existing under the Real Property Leases uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with all applicable Environmental Laws. (d) Except as specifically described on COMPANY'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising in whole or in part from the activities of any of the SBC Companies, or to the best of the knowledge of the Company arising from any other activities, except to the extent that any such non-compliance would releases or threatened releases do not reasonably be expected to have constitute a Material Adverse Effect. There is no material violation condition of any Environmental Law or other material Liability arising under any Environmental Law with respect Noncompliance relating to the Projects Real Property or any of the Landleaseholds existing under the Real Property Leases. (iie) There Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, there are no Actions underground storage tanks, or Proceedings pending orunderground piping associated with tanks, used for the management of Hazardous Materials, and no abandoned underground storage tanks at the Real Property or any of the leaseholds existing under the Real Property Leases. (f) None of the SBC Companies is subject to any Environmental Claims, and no Environmental Claims have been threatened against any of the SBC Companies nor, to the Knowledge of Seller, threatened as best of the Execution Date against Seller (solely in respect knowledge of the Projects or the Acquired Companies)Company, or the Acquired Companies, relating to is there any material violation of basis for any such Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Claims. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i3.1(h)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, and except as to the extent matters that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law Effect on PacifiCorp, with respect to the Projects PacifiCorp Acquired Assets, (A) to Idaho Power’s Knowledge, Idaho Power is in compliance with all applicable Environmental Laws, (B) to Idaho Power’s Knowledge, Idaho Power possesses all Environmental Permits required under Environmental Laws for the operation of the PacifiCorp Acquired Assets (as the PacifiCorp Acquired Assets are reasonably expected to be operated in accordance with the provisions of the Joint Ownership and Operating Agreement on the Closing Date) and is in compliance with such Environmental Permits; and (C) Idaho Power has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the PacifiCorp Acquired Assets is subject to termination, modification or the Landrevocation. (ii) There are no Actions or Proceedings pending orExcept as set forth on Schedule 3.1(h)(ii) and except as to matters that would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, to Idaho Power’s Knowledge, neither Idaho Power nor any Affiliate of Idaho Power has received, within the Knowledge of Sellerfive (5) years preceding the Effective Date, threatened as of the Execution Date against Seller (solely in respect of the Projects any written notice, report, request for information or the Acquired Companies), other information regarding any actual or the Acquired Companies, relating to any material alleged violation of Environmental Law. None of Seller Laws or any Acquired Company has received written notice from Liabilities or potential Liabilities, including any Governmental Authority of any material violation of any Environmental Law in respect investigatory, remedial or corrective obligations relating to the operation of the Projects PacifiCorp Acquired Assets or the real property upon which the PacifiCorp Acquired Companies (other than those violations that have been resolved Assets are located, arising under or remedied)relating to Environmental Laws or regarding Hazardous Materials. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in on Schedule 3.01(p)(iii3.1(h)(iii) and except as to matters that would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, (A) to Idaho Power’s Knowledge, Idaho Power has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the PacifiCorp Acquired Assets or the real property upon which the PacifiCorp Acquired Assets are located that could form a basis for an Environmental Claim, and (B) within the five (5) years preceding the Effective Date, to Idaho Power’s Knowledge, Idaho Power has not received written notice of any Environmental Claims relating to the Disclosure SchedulesPacifiCorp Acquired Assets or the real property upon which the PacifiCorp Acquired Assets are located that have not been fully and finally resolved and, to Idaho Power’s Knowledge, no such Permits have been obtained in a timely manner and Environmental Claims are presently maintained in full force and effect in the name of an Acquired Companypending or threatened against Idaho Power. (iv) Except as set forth on Schedule 3.01(p)(iv3.1(h)(iv) of the Disclosure Schedulesand except as to matters that would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, to the Knowledge of SellerIdaho Power’s Knowledge, there has are and have been no Release of Hazardous Substances at underground storage tanks, and there are no asbestos-containing building materials or from poly-chlorinated biphenyls owned, leased, used, operated or maintained by Idaho Power or, to Idaho Power’s Knowledge, otherwise located on the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for real property upon which the development, construction, ownership, use or operation of the Land or the business of the PacifiCorp Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectAssets are located. (v) Seller Except as set forth on Schedule 3.1(h)(v) and except as to matters that would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, to Idaho Power’s Knowledge, within the five (5) years preceding the Effective Date, Idaho Power has made available not assumed or retained, by contract or operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials relating to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller PacifiCorp Acquired Assets or the real property upon which the PacifiCorp Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the LandAssets are located.

Environmental. (ia) Except The Purchased Business, as set forth carried on Schedule 3.01(p)(i) of by each Vendor and its predecessors in title, and the Disclosure Schedules, the Acquired Companies Assets are in compliance in all material respects with all Environmental Laws, except Laws and there are no facts known after due inquiry by a Vendor that could give rise to the extent that any such a notice of non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of with any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandLaw. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iiib) Schedule 3.01(p)(iii3.01(11)(b) contains a complete list of all environmental Permits used in or required to carry on the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth Purchased Business in Schedule 3.01(p)(iii) of the Disclosure Schedulesits usual and ordinary course, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in and are transferable to the name of an Acquired CompanyPurchaser on Closing. (ivc) Except as set forth on Schedule 3.01(p)(iv) No Vendor nor to the knowledge of such Vendor any of its predecessors in title has used any of the Disclosure Schedulesfacilities or Leased Lands pertaining to the Purchased Business, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws. None of the Knowledge Leased Lands has been used for or been designated as a waste disposal site. (d) To the knowledge of Sellerthe Vendors, there are no pending changes to Environmental Laws that would render illegal, or materially restrict, the operation of the Purchased Business in its usual and ordinary course. (e) No Vendor has been no convicted of an offence or been subjected to any judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and it has not settled any prosecution or other proceeding short of conviction in connection therewith, in relation to the Purchased Business. (f) No Vendor nor to the knowledge of such Vendor any of its predecessors in title has caused or permitted the Release of any Hazardous Substances at Substance at, on or from under the Projects Leased Lands, or the Release of any Hazardous Substance off-site of the Leased Lands in violation relation to the Purchased Business, except in compliance in all material respects with Environmental Laws. (g) There are no conditions that directly or indirectly relate to environmental matters or to the condition of Environmental Laws the soil or Permits required by the groundwater that would adversely affect the Purchased Business in a material manner (whether at, on or issued pursuant below the Leased Lands or any adjoining properties). (h) No Vendor nor to the knowledge of such Vendor any of its in title has received written notice, or has knowledge after due inquiry of any facts that could give rise to any notice, that such Vendor or its predecessors are potentially responsible for any remedial action under any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially connection with the development, construction, ownership or operations of any ProjectPurchased Business. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(iexpressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, Carvana has not received any written notice or other written communication from any person (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, Regulated Substances or USTs, or remediation thereof, or possible liability of any Person (including without limitation, Carvana Lessee) pursuant to any Environmental Law, other environmental conditions in connection with the Real Property, or any actual or potential administrative or judicial proceedings in connection with any of the Disclosure Schedulesforegoing. Carvana is fully familiar with the present use of the Property, and, after due inquiry, Carvana has become generally familiar with the Acquired Companies prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Property, except in De Minimis Amounts and in compliance with all applicable Environmental Laws, and no Release or Threatened Release has occurred at or on the Property. The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any past or ongoing alterations or improvements at the Property, are and have been at all times, in compliance with all Environmental Laws. No further action is required to remedy any Environmental Condition or violation of, except or to be in full compliance with, any Environmental Laws, and no lien has been imposed on the extent that Property in any such non-compliance would not reasonably be expected to have a Material Adverse Effectfederal, state or local Governmental Authority in connection with any Environmental Condition, the violation or threatened violation of any Environmental Laws or the presence of any Hazardous Materials on or off the Property. There is no material pending or threatened litigation or proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened violation of any Environmental Law Laws or other material Liability arising under the presence, Release, Threatened Release or placement on or at the Property of any Hazardous Materials, or of any facts which would give rise to any such action, nor has Carvana (a) received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of any Environmental Law Laws at, on or in connection with respect to the Projects Property or that there exists a presence, Release, Threatened Release or placement of any Hazardous Materials on or at the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies)Property, or the Acquired Companiesuse, relating to any material violation of Environmental Law. None of Seller handling, manufacturing, generation, production, storage, treatment, processing, transportation or any Acquired Company has received written notice from any Governmental Authority disposal of any material violation Hazardous Materials at or on the Property; (b) received any notice under the citizen suit provision of any Environmental Law in connection with the Property or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information, notice, demand, administrative inquiry or any formal or informal complaint or claim with respect of to or in connection with the Projects violation or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in threatened violation of any Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation existence of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect Hazardous Materials relating to the Projects Property or the Landany facilities, operations or activities conducted thereon or any business conducted in connection therewith.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental Laws, except where failure to the extent that any such non-compliance do so would not reasonably be expected to have cause a Material Adverse Effect, JV shall comply in all material respects with all Environmental Laws applicable to it. There is no material violation JV shall immediately notify Agent and Lenders of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held remedial action taken by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities JV under Environmental Laws with respect to JV’s business operations. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, JV shall not use or permit any other party to use any Hazardous Substances at or on any Collateral except such materials as are incidental to the Projects JV’s normal course of business, maintenance and repairs and which are handled in compliance with all applicable Environmental Laws. Upon the reasonable written request of Agent or Lenders following the occurrence of any event or the Landdiscovery of any condition which Agent or Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 2(m) to be untrue in any material respect, furnish or cause to be furnished to Agent or Lenders, at JV’s expense, a report of an environmental assessment of reasonable scope, form and depth by a consultant reasonably acceptable to Agent and Lenders as to the nature and extent of the presence of any Hazardous Substances at or on any Collateral and as to the compliance by JV or any of its Affiliates with Environmental Laws in all material respects at or on such Collateral. If JV fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request, then Agent or Lenders may arrange for the same, and, without limitation of any other rights afforded Agent hereunder, JV hereby grants to Agent, Lenders and their respective representatives access to such Collateral during normal business hours to reasonably undertake such an assessment upon reasonable prior written notice from Agent. The reasonable cost of any assessment arranged for by Agent or Lenders pursuant to this provision shall be payable by JV on demand and added to the Obligations. JV shall provide Agent, Lenders and their respective agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Substances used, generated, manufactured, stored or disposed of by their business operations relating to the Collateral within ten (10) days of the request therefor.

Environmental. (i) Except as set forth in Schedule 3.1(p): (i) To Seller’s and the Company’s Knowledge, no Hazardous Materials are present on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are any Business Facility in compliance with all Environmental Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law and no release of any Hazardous Materials at or from any Business Facility has occurred. Without limiting the generality of the foregoing, to Seller’s and the Company’s Knowledge, no arsenic, lead, barium, or other material Liability arising under metals constituting Hazardous Materials is present on, under, or around any Environmental Law with respect to the Projects or the LandBusiness Facility. (ii) There The Company is in compliance in all material respects with all Environmental Laws applicable to the operation of any Business Facility including all Hazardous Materials Activities. The Hazardous Materials Activities of the Company prior to the Closing have not resulted in the exposure of any Person or property to Hazardous Materials in a manner which, to the Knowledge of the Seller and the Company, has caused or could reasonably be expected to result in Liability to the Company. (iii) The Company has not arranged for off-site disposal of any Hazardous Materials at a Disposal Site, for which the Company has, or would have in the future, any Liability under Environmental Laws, including any toxic tort Liability for exposure to Hazardous Materials, or any obligation to undertake any investigation, cleanup or remedial action pursuant to Environmental Laws. To Seller’s and the Company’s Knowledge, there are no Actions underground storage tanks or Proceedings pending related piping, active or abandoned, at any Business Facility in a condition that as of the Closing Date requires pursuant to any Environmental Law any remedial action by the Company pursuant to any Environmental Law, whether or not discovered as of the Closing Date or the subject of a current notice, claim or government investigation as of the Closing Date. (iv) The Company has not received (A) any written notice alleging that it has not complied in any material respect with applicable Environmental Laws in a manner that would result in a Material Adverse Effect on the Company, and, to the Knowledge of the Seller and the Company, there are no facts existing that reasonably would give rise to such a notice, or (B) any written notice, Membership Interest Purchase Agreement Page 20 of 71 ▇▇▇▇▇ ▇▇▇▇▇▇▇, Singular Payments, LLC, and Payment Data Systems, Inc. demand, claim or request for information alleging that the Company may be in violation of, liable under or have obligations under any Environmental Law or subject to any other environmental Liability. The Company has filed reports with all Governmental Entities that are required to be filed pursuant to any applicable Environmental Laws. (v) The Company has and, immediately following the Closing, the Company will continue to have all material Environmental Permits required to conduct the Company’s business in the ordinary course of business consistent with past practice. A complete and accurate list of all such Environmental Permits is set forth in Schedule 3.1(p). No Action is pending, or, to the Knowledge of Sellerthe Seller or the Company, threatened as of the Execution Date against Seller (solely in respect of the Projects concerning or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Permit or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect Hazardous Materials Activity of the Projects Company or the Acquired Companies (other than those violations that have been resolved or remedied)any Business Facility. (iiivi) Schedule 3.01(p)(iii) Neither Seller nor the Company is aware of the Disclosure Schedules sets forthany fact or circumstance, as of the Execution Date, all material Permits required pursuant to which could result in any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted environmental Liability that would reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability Material Adverse Change. The Company has not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or interfere materially indemnify any other party with respect to Liabilities arising out of Environmental Laws, or the development, construction, ownership Hazardous Materials Activities of the Company or operations of any Projectother Person. (vvii) Seller The Company has made available to Purchaser or its agents, representatives and employees all material records in the Company’s possession concerning compliance with applicable Environmental Laws at any Business Facility and the Hazardous Materials Activities of the Company and all environmental reportsor health and safety audits, compliance assessments or any environmental or health and documents that are safety reports of any Business Facility conducted at the request of, or otherwise in the possession of Seller the Company. Schedule 3.1(p) sets forth a list of all environmental audits, inspections, investigations, studies, tests, reviews and similar formal reports prepared by a third-party and within the possession or control of the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws Company with respect to the Projects or the Landeach parcel of Leased Real Property.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules2.17 hereto: 2.17.1 Sellers are, the Acquired Companies are and to Seller's Knowledge at all times have been, in material compliance with all applicable Environmental Laws. To Sellers' Knowledge: (a) during each Seller's respective period of ownership or operation of any Real Property, that Seller has been in material compliance with all applicable Environmental Laws; or (b) any material noncompliance is listed on Schedule 2.17 and has been remediated in accordance with applicable Environmental Laws. To Sellers' Knowledge, all tenants or other persons or entities that use any portion of any Real Property of Sellers or any improvements thereon included in the Acquired Businesses are conducting their operations in material compliance with all applicable Environmental Laws. 2.17.2 Since January 1, 2004, no Seller has received any request for information, notice of claim, demand or other notification regarding any potential liability under or violation of any Environmental Laws, except to the extent and Sellers have no Knowledge that any such non-compliance would not reasonably Seller is or may be expected to have a Material Adverse Effect. There is no in material violation of any Environmental Law or other material Liability arising under any Environmental Law may be potentially responsible with respect to the Projects any investigation or the Landclean-up of any Hazardous Materials. (ii) There are no Actions or Proceedings pending or, to the Knowledge 2.17.3 During each Seller's respective period of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use ownership or operation of Real Property, that Seller has not, and to Sellers' Knowledge, no other Person has, disposed, discharged, caused a Release (as defined under the Land Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq.), injected or otherwise placed any Hazardous Materials into, on or under the business soils, surface water or groundwater at, on, under or from any portion of any Real Property of Sellers or improvements thereon, except for any Release of Hazardous Materials incidental to and in the ordinary course of operating the Acquired Businesses and then in compliance with applicable Environmental Laws. To Sellers' Knowledge, no portion of any structures on any of the Acquired Companies as currently conductedAssets contain any asbestos that is not fully encapsulated. Except as set forth in Schedule 3.01(p)(iii) Sellers have no Knowledge of a Release of any Hazardous Materials at, on, under or from any Real Property of Sellers that could subject an owner or operator of such Real Property to any claim or liability or that could reasonably be expected to require investigation, removal or remediation. 2.17.4 Sellers do not store, generate or handle, nor do Sellers allow any tenant or other person to store, generate or handle, any Hazardous Materials at, on or under any of the Disclosure SchedulesReal Property of Sellers or improvements thereon except for such Hazardous Materials that are stored or handled incidental to and in the ordinary course of operating the Acquired Businesses and then in material compliance with Environmental Laws. 2.17.5 To Sellers' Knowledge, such Permits no underground storage tanks, aboveground storage tanks or drums of Hazardous Materials are present on any portion of any of the Real Property of Sellers or improvements thereon. 2.17.6 Sellers have obtained, and are and have been obtained in a timely manner material compliance with, all Licenses required by any Environmental Laws for the operation of the Acquired Businesses, and all such Licenses are presently maintained current and in full force and effect in the name of an Acquired Companyeffect. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules2.17.7 Sellers have delivered or made available to Buyer, to the Knowledge extent in the possession or reasonable control of SellerSellers, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations true and complete copies and results of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are studies, audits, analyses, tests or monitoring pertaining to any Real Property of Sellers or improvements included in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the LandBusinesses.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) Following the execution of this Agreement, at Buyer's ------------- expense, Buyer may engage engineering or environmental assessment firms to perform one or more Phase I, Phase II or other environmental assessments for any or all of the Disclosure SchedulesReal Property (collectively, the Acquired Companies are in compliance with all "Environmental LawsAssessments"). Seller shall cooperate, except and shall use reasonable efforts to the extent ensure that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation lessor or other person in control of any of the Real Property shall also cooperate, with Buyer and such firms in performing the Environmental Law or other material Liability arising under Assessments. The Environmental Assessments shall initially be ordered promptly, but not later than thirty (30) days after the date hereof, it being understood that, so long as the initial Environmental Assessment for a piece of property has been ordered within such time, any follow-up Environmental Law Assessments need not be ordered within such time. Receipt of the Environmental Assessments shall not relieve Seller of any obligation with respect to any representation, warranty or covenant of Seller herein or waive any condition to Buyer's obligations herein. If any Environmental Assessment, including any follow-up Environmental Assessment, reveals the Projects existence of Environmental Noncompliance (defined as any condition that renders Section 2.15 hereof untrue, misleading or inaccurate in any material respect) that can be remedied by the Land. (ii) There are no Actions expenditure of One Million Dollars or Proceedings pending orless, Seller shall remedy the Environmental Noncompliance at its expense prior to the Knowledge 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 Sellerremedying the Environmental Noncompliance will exceed One Million Dollars, threatened as Buyer may elect to: (a) proceed with the Closing with a Purchase Price reduction in the amount of One Million Dollars, any additional cost of remedying the Execution Date against Environmental Noncompliance to be contributed by Buyer, and Seller (solely in shall have no further liability or obligation to Buyer with respect of the Projects or the Acquired Companies)thereto, or the Acquired Companies, relating to (b) terminate this Agreement. Nothing in this Section or otherwise in this Agreement shall be construed as creating any material violation of Environmental Law. None of Seller third-party beneficiaries or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law other rights in respect of the Projects or the Acquired Companies (parties other than those violations that have been resolved or remedied)the parties hereto. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as Each of MTC and its Subsidiaries has obtained, and is in material compliance with, all Environmental Permits required in connection with its operations and the Leased Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental Permit, is set forth on Schedule 3.01(p)(i) in the Seller Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and all renewal applications for such Environmental Permits have been timely filed with the appropriate Governmental Authority. None of such Environmental Permits will be terminated, revoked, withdrawn, cancelled, suspended or modified or become terminable, revocable, withdrawable, suspendable or modifiable as a result of the Disclosure Schedules, the Acquired Companies are Acquisition. Each of MTC and its Subsidiaries is currently in material compliance with all Environmental Laws, except to the extent . None of MTC or any of its Subsidiaries has received written notice alleging that MTC or any such non-of its Subsidiaries is not in material compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any with Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandLaws. (iib) There are no Actions or Proceedings past, pending or, to the Knowledge of SellerSellers, threatened as Environmental Actions against or affecting MTC or any of its Subsidiaries, and to the Execution Date Knowledge of Sellers, there are no facts or circumstances which would reasonably be expected to form the basis for any Environmental Action against Seller MTC or any such Subsidiary. (solely in respect c) Neither MTC nor any of the Projects its Subsidiaries has entered into or the Acquired Companies)agreed to any Order, or the Acquired Companiesand neither MTC nor any of its Subsidiaries is subject to any Order, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of compliance with any Environmental Law in respect or to investigation or cleanup of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)a Hazardous Substance under any Environmental Law. (iiid) Schedule 3.01(p)(iii) There has been no treatment, storage, disposal or Release by MTC or any of its Subsidiaries of any Hazardous Substance at, from, into, on or under any Leased Real Property or any other property currently or formerly owned, operated or leased by MTC or any of its Subsidiaries. To the Disclosure Schedules sets forthKnowledge of Sellers, as no Hazardous Substances are present in, on, about or migrating to or from any Leased Real Property that could be expected to give rise to an Environmental Action against MTC or any of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Companyits Subsidiaries. (ive) Except as set forth Neither MTC nor any of its Subsidiaries has received a CERCLA 104(e) information request nor has MTC or any of its Subsidiaries been named a potentially responsible party for any National Priorities List site under CERCLA or any other site under analogous state Law. Neither MTC nor any of its Subsidiaries has received an analogous notice or request from any non-U.S. Governmental Authority. (f) To the Knowledge of Sellers, there are no aboveground tanks or underground storage tanks on, under or about the Leased Real Property. To the Knowledge of Sellers, any aboveground or underground tanks previously situated on Schedule 3.01(p)(iv) the Leased Real Property or any other property currently or formerly owned, operated or leased by MTC or any of the Disclosure Schedulesits Subsidiaries have been removed in accordance with all Environmental Laws and, to the Knowledge of Sellers, no residual contamination, if any, remains at such sites in excess of applicable standards. (g) To the Knowledge of Sellers, there are no polychlorinated biphenyls (“PCBs”) leaking from any article, container or equipment on, under or about the Leased Real Property and there are no such articles, containers or equipment containing PCBs in, at, on, under or within the Leased Real Property. (h) To the Knowledge of Seller, there has been is no Release of Hazardous Substances at asbestos containing material or from lead based paint containing materials in, at, on, under or within the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectLeased Real Property. (vi) Seller Neither MTC nor any of its Subsidiaries has made available to Purchaser all material environmental reportstransported or, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects Knowledge of Sellers, arranged for the treatment, storage, handling, disposal, or the Landtransportation of any Hazardous Material to any off-site location which is an Environmental Clean-up Site.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of for any matters that, individually or in the Disclosure Schedulesaggregate, the Acquired Companies are in compliance with all Environmental Laws, except to the extent that any such non-compliance would not have or would not reasonably be expected to have a Material Adverse Effect. There is : (a) Since July 31, 2013, all facilities and operations of Starcore and the Starcore Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws; (b) Starcore and the Starcore Subsidiaries are in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the Starcore Property and Starcore Mineral Rights at its current stage of development and to conduct their respective business as they are now being conducted; (c) no material violation of any Environmental Law environmental, reclamation or closure obligation, demand, notice, work order or other material Liability arising under any Environmental Law 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 Projects operations and business of Starcore and the Starcore Subsidiaries; (d) to the knowledge of Starcore, there are no changes in the status, terms or conditions of any environmental permits held by Starcore or any of the 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 Landcontinuation of the business of Starcore or any of the Starcore Subsidiaries following the Effective Date. (iie) There Starcore and the Starcore Subsidiaries have made available to American Consolidated all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (f) Starcore and the Starcore Subsidiaries are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating not subject to any material violation of Environmental Law. None of Seller present fact, condition or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations circumstance that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to could reasonably be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability under any Environmental Laws that would individually or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Landaggregate, constitute a Material Adverse Effect.

Environmental. (i) Except as set forth disclosed on Schedule 3.01(p)(i3.13 or Schedule 2.1(c)(I): (a) of To Seller's knowledge, there have been, and there exist, no events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law, or form the Disclosure Schedulesbasis for any Environmental Action, the Acquired Companies are in compliance with all Environmental Laws, except respect to Seller or WWTI (with respect to the extent that Business) or the Subsidiaries, or any such non-compliance would not Real Property or property subject to the Leases, which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. There None of Seller, WWTI, or any of the Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) has received any written notice from any governmental authority or other person, and to the knowledge of Seller, no such notice has been issued to any other Person which indicates the occurrence or existence of events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law or form the basis for any Environmental Action with respect to Seller or WWTI (with respect to the Business), the Divisions or Subsidiaries (other than any Minority Subsidiary) or the Real Property or property subject to the Leases, in each case which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. (b) No Hazardous Material is being or, to Seller's knowledge, has been, Released on or to any property or facility owned, leased, or operated by Seller or WWTI (with respect to the Business), the Subsidiaries (other than any Minority Subsidiary) or the Divisions in such manner that under any Environmental Law: (i) would impose liability for damages, investigation, or Response Actions that could reasonably be expected to have a Material Adverse Effect; (ii) would affect the value of the Domestic Assets, Divisions or Subsidiaries (other than any Minority Subsidiary) (or their respective businesses, property or assets) that could reasonably be expected to have a Material Adverse Effect; or (iii) would result in the imposition of a Lien (other than Permitted Exceptions) on the property or assets of the Divisions or Subsidiaries (other than any Minority Subsidiary). No notice of any restriction on present or future use is required to be placed at any Real Property or property subject to a Lease or in any deed to any Real Property, which restriction could reasonably be expected to materially interfere with the continued use of such Real Property or property subject to a Lease in the conduct of normal business operations. (c) No Hazardous Material has been Released at any other site by the Divisions or Subsidiaries (during the period affiliated with Seller and excluding Minority Subsidiaries) or by any contractor or agent acting on their behalf during the applicable period (including but not limited to any person transporting or distributing Hazardous Materials on behalf of the Divisions or Subsidiaries, other than any Minority Subsidiary) in such manner that under any Environmental Law would impose liability for damages, investigation, or Response Actions, which liability could reasonably be expected to have a Material Adverse Effect. (d) To Seller's knowledge, any underground or aboveground storage tanks and associated piping currently on the Real Property are in sound condition and have been properly maintained, tested and monitored in compliance with applicable Environmental Laws in all material respects, and no spills or leaks have occurred from or in relation with such tanks and piping on the Real Property or property subject to a Lease, which spills or leaks could reasonably be expected to have a Material Adverse Effect. To Seller's knowledge, any tanks on the Real Property or property subject to a Lease which were previously removed from service while such property was controlled by a Division or Subsidiary (while affiliated with Seller and excluding Minority Subsidiaries) have been properly closed, in compliance with all applicable Environmental Laws. With respect to each such tank which has been removed from service or closed, except for instances which would not have a Material Adverse Effect, testing and observations confirm either that there were no spills, leaks or other contamination related to such tanks and associated piping, or that any such contamination has been removed. (e) Seller, WWTI (with respect to the Business), and the Subsidiaries (other than any Minority Subsidiary) possess all Environmental Approvals required for the conduct of the Business and the operations on, and uses of, the Real Property and property subject to the Material Leases, in the manner in which the Business, operations and uses are currently being conducted, except where the failure to do so could not reasonably be expected to materially interfere with such Business, operations or use. Schedule 3.13 sets forth a list of all such Environmental Approvals, identifying the nature thereof. All such Environmental Approvals are in full force and effect, and each such Environmental Approval is final, any fixed period for appeal or review having elapsed. To the knowledge of Seller, WWTI and the Subsidiaries, no suit, action, proceeding or appeal is pending or threatened to revoke, suspend or materially and adversely modify (except the permitting process at WCAI) any such Environmental Approval. Neither Seller, WWTI, nor any Division or Subsidiary (other than a Minority Subsidiary) has received notice from a Governmental Authority that it is in material violation of any Environmental Law or other material Liability arising under any Environmental Law such Governmental Approval. (f) Seller, WWTI (with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired CompaniesBusiness), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies Divisions and Subsidiaries (other than those violations that any Minority Subsidiary) have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, made all material Permits Governmental Filings required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under applicable Environmental Laws with respect to the Projects conduct of the Business and the operations on, and use of, the Real Property and property subject to the Leases, in the manner in which the Business, operations and use are currently being conducted, expect for such filings, the absence of which could not reasonably be expected to materially interfere with such Business, operations or the Landuse.

Environmental. (i) Except as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies Company and the R▇▇▇▇ Entities are in compliance with all Environmental Laws, except to the extent that any such material non-compliance would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability liability arising under any Environmental Law with respect to the Projects Project or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened threatened, as of the Execution Date date of this Agreement against Seller (solely in respect of Seller, the Projects Company or the Acquired Companies), or the Acquired Companies, R▇▇▇▇ Entities relating to any material violation of Environmental Law. None of Seller Seller, the Company or any Acquired Company the R▇▇▇▇ Entities has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)Law. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller Seller, the Company or Acquired Companies the R▇▇▇▇ Entities for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Company and the R▇▇▇▇ Entities as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Companythe Company or the R▇▇▇▇ Entities. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to To the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects Project in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies Company and the R▇▇▇▇ Entities as currently conducted that would be reasonably expected to trigger any obligation of Seller Seller, the Company or the Acquired Companies R▇▇▇▇ Entities under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller Seller, the Company or the Acquired Companies R▇▇▇▇ Entities and that relate to actual or potential material Liabilities liabilities or obligations under Environmental Laws with respect to the Projects Project or the Land.

Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters 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, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10. (ia) Except as set forth on Schedule 3.01(p)(i5.10(a)-1, (i) of Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Disclosure SchedulesPurchased Assets as they are currently being owned, maintained and operated, and to conduct the Acquired Companies are Business as it is currently being operated and conducted, except with respect to the failure to possess any Environmental Permits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (ii) with respect to the Purchased Assets and the Business, Seller is in compliance in all material respects with all the requirements of such material Environmental Permits and Environmental Laws, except and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to the extent that suspend, revoke, or withdraw any such non-compliance Environmental Permits, except with respect to any Environmental Permit that, if suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material violation Environmental Permits held by Seller for the operation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the LandBusiness. (iib) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied). (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect individually or in the name of an Acquired Company. (iv) Except aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 3.01(p)(iv5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Disclosure SchedulesBusiness or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits. (c) Except as individually or in the aggregate would not reasonably be expected to the Knowledge of Sellerhave a Material Adverse Effect or as set forth on Schedule 5.10(c), (i) there is and 1- LA/917645.9 32 has been no Release of Hazardous Substances at from, in, on, or from beneath the Projects in violation of Real Property that could form a basis for an Environmental Laws Claim, and (ii) there are no Environmental Claims related to the Purchased Assets or Permits required by or issued pursuant the Business, which are pending or, to any Environmental Law for the developmentSeller’s Knowledge, construction, ownership, use or operation threatened against Seller. To Seller’s Knowledge as of the Land date hereof, Schedule 5.10(c) sets forth a list of all Releases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and of all Environmental Claims pending or threatened against Seller that are principally related to the Purchased Assets or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectBusiness. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (i) Except as set forth on Schedule 3.01(p)(iIn the event the Administrative Agent reasonably believes that there has been a material violation of Environmental Laws or that a release or threatened release of Hazardous Substances has occurred at any Company Property or by a Consolidated Party at any other location, the Administrative Agent may request (in writing) that, the Borrower furnish or cause to be furnished to the Administrative Agent, at the expense of the Disclosure SchedulesBorrower, a report of an environmental assessment of reasonable scope, form and depth (including, where reasonably necessary, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Acquired Companies are Administrative Agent as to the nature and extent of the presence of any Hazardous Substances on any Company Properties and as to the compliance by any Consolidated Party with Environmental Laws at the Company Properties. If any Consolidated Party fails to deliver, or cause to be delivered, such an environmental report within 60 days after receipt of such written request, then the Administrative Agent may arrange for the same, and each of the Parent and the Borrower grants, and agrees to cause the other Consolidated Parties to grant to the Administrative Agent and its representatives reasonable access to the Company Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). Any such assessment shall be conducted, unless otherwise agreed to by the Administrative Agent and the Borrower, during normal business hours, and shall be conducted so as not to interfere with the ongoing operations at such Company Property or to cause any damage or loss to any property at such Company Property. The Borrower and the Administrative Agent acknowledge and agree that any assessment conducted at the request of the Administrative Agent pursuant to this subsection 6.01(k)(ii) will be obtained and shall be used by the Administrative Agent for the purposes of the Administrative Agent’s internal credit decisions and to protect the Administrative Agent’s security interests, if any, created by the Collateral Documents. No such environmental assessment shall be given or the contents thereof communicated to any Governmental Authority or any other Person without the prior written consent of the Borrower unless the delivery of such environmental assessment or report or disclosure of the contents thereof is required by the Requirements of Law. The reasonable cost of any assessment arranged by the Administrative Agent pursuant to this provision shall be payable by the Borrower on demand and shall be added to the obligations secured by the Collateral Documents. (ii) The Borrower will, or will cause the Consolidated Parties to, conduct and complete all investigations, studies, sampling, and testing and all remedial, removal and other actions necessary to address all Hazardous Substances on, from or affecting any of the Company Properties to the extent necessary to be in compliance with all Environmental Laws, except Laws and with the orders and directives of all Governmental Authorities with jurisdiction over the Company Properties to the extent that any such non-compliance failure to take the foregoing actions would not reasonably be expected to have a Material Adverse Effect. There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land. (ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as Each of the Execution Date against Seller (solely in respect Parent and the Borrower acknowledges and agree that if any of them or their respective Subsidiaries fails to perform any of the Projects or the Acquired Companiesactions required under this Section 6.01(k)(ii), or the Acquired CompaniesAdministrative Agent shall have the right (but not the obligation) to do so for such Person. Each of the Parent and the Borrower further acknowledges and agrees that if any Consolidated Party fails to cooperate (e.g., relating by allowing access to any material violation premises or permitting the drilling of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of core samples, etc.) the Projects or Administrative Agent and the Acquired Companies (other than those violations that Lenders will not have been resolved or remedied)an adequate remedy at law. (iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any Project. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.

Environmental. (ia) Except as set forth on Schedule 3.01(p)(i) in the Disclosure Schedule, the Company and each Subsidiary of the Disclosure SchedulesCompany is and has been in compliance in all material respects with all applicable Environmental Laws. (b) The Company and each Subsidiary of the Company has obtained all material Permits relating to the Business required by any applicable Environmental Law and all such Permits are in full force and effect in all material respects. To the Knowledge of Seller, no material capital expenditure is currently required for the Company or any Subsidiary of the Company in relation to environmental matters in order to comply with, extend, renew or obtain any environmental Permit or comply with any Environmental Law. (c) None of Seller, the Acquired Companies are Company nor any Subsidiary of the Company has received any notice from any Governmental Entity advising that the Company or any Subsidiary of the Company is responsible or potentially responsible for response costs or other costs with respect to a release or threatened release of any Hazardous Substance and neither the Company, nor any Subsidiary of the Company have conducted activities which would reasonably be expected to result in compliance with all Environmental Lawssuch a notice, except to the extent that any such non-compliance costs would not reasonably be expected to have a Material Adverse Effect. There is Except as set forth in the Disclosure Schedule, no material violation of any Environmental Law administrative, civil or other material Liability arising under any Environmental Law with respect to the Projects criminal actions, including without limitation third-party actions for personal injury or the Land. (ii) There property damage, are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as with respect to Environmental Laws against the Company or any Subsidiary of the Execution Date against Seller (solely in respect Company or any of the Projects Real Property with regard or the Acquired Companies), or the Acquired Companies, in any manner relating to the time such property has been in the Company's or any material violation such Subsidiary's possession. No judgments, consent orders, consent decrees, stipulations or other restrictions have been entered or applied with respect to Environmental Laws against the Company or any Subsidiary of Environmental Lawthe Company or at any of the Real Property. None of Seller Seller, the Company or any Acquired Subsidiary of the Company has received written notice from received, nor to the Knowledge of Seller, does there exist, any Governmental Authority governmental orders, notifications, notices of violation, or requests for information relating to environmental or health and safety conditions at any of the Real Property with regard or in any manner relating to the time such property has been in the Company's or any such Subsidiary's possession. To the Knowledge of Seller, neither the operation of the Business nor the use or occupation of any material violation of the Real Property violates any Environmental Law Law, except for such violations as would not result in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied)a Material Adverse Effect. (iiid) Schedule 3.01(p)(iii) Neither the Company nor any Subsidiary of the Disclosure Schedules sets forthCompany is subject to any, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an Acquired Company. (iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been is no Release of Hazardous Substances at or from imminent restriction on the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the developmentownership, construction, ownershipoccupancy, use or operation transferability of the Land Company's or the business of the Acquired Companies as currently conducted that would be reasonably expected to trigger such Subsidiary's properties and facilities arising from any obligation of Seller (i) Environmental Law or the Acquired Companies under Environmental Laws to report(ii) release, investigate, remove threatened release or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations disposal of any ProjectHazardous Substance. (ve) Seller has made available For purposes of this Agreement, (i) "ENVIRONMENTAL LAWS" means any applicable statute, law, ordinance, order, decree or regulation of any Governmental Entity relating to Purchaser all material environmental reportsthe environment, assessments and documents that are in the possession of Seller including air, water or noise pollution, emissions or discharges, public health, employee health, safety or welfare, land use or the Acquired Companies production processing, distribution, use, storage, labeling, handling, transportation, treatment or disposition of any Hazardous Substance; and that relate to actual (ii) "HAZARDOUS SUBSTANCE" means materials, wastes or potential material Liabilities under substances regulated by any Environmental Laws with respect to the Projects or the LandLaws.

Environmental. On the Original Closing Date, no Authorized Officer has ------------- any actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) Except as set forth on Schedule 3.01(p)(i) for Hazardous Substances the presence of the Disclosure Schedules, the Acquired Companies are which is not in compliance with all violation of Environmental Laws, except to the extent that any such non-compliance Law in an amount which is not or would not reasonably be expected to have cause, liability to the Borrower or any Restricted Subsidiary in the aggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Original Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation of law on any real property now owned by the Borrower or any of the Restricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse EffectChange. There is no As of the Original Closing Date, except as disclosed on Schedule -------- 5.01(p) hereto, to the actual knowledge of an Authorized Officer, the Borrower ------- and the Restricted Subsidiaries are not in material violation of or subject to any Environmental Law existing, pending or other material Liability arising threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Law with respect Laws. On each date after the Original Closing Date on which this representation is deemed to the Projects or the Land. (ii) There are no Actions or Proceedings pending orbe made, to the Knowledge actual knowledge of Selleran Authorized Officer, the Borrower and the Restricted Subsidiaries are not in violation of or subject to any existing, pending or threatened as formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller Borrower or any Acquired Company has received written notice from any Governmental Authority Restricted Subsidiary by reason of any material violation of any applicable Environmental Law in respect of the Projects or the Acquired Companies (other than Laws, except those violations that have been resolved obtained, or remedied). (iii) Schedule 3.01(p)(iii) which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Disclosure Schedules sets forth, as of the Execution Original Closing Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except except as set forth in Schedule 3.01(p)(iii5.01(p) hereto, no Authorized Officer has actual knowledge that any ---------------- Hazardous Substances or solid wastes have been disposed of on the real property of the Disclosure SchedulesBorrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such Permits have been obtained in a timely manner violations which are not, and are presently maintained in full force and effect would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the name aggregate in excess of an Acquired Company. (iv) Except $5,000,000. As of the Original Closing Date, except as set forth in Schedule 5.01(p) hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been released on Schedule 3.01(p)(iv) or to the real property of the Disclosure Schedules, to the Knowledge Borrower or any of Seller, there has been no Release of Hazardous Substances at or from the Projects its Restricted Subsidiaries in violation of any applicable Environmental Laws or Permits required by or issued pursuant Law, except such violations which are not, and would not reasonably be expected to any Environmental Law for cause, liability to the developmentBorrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Original Closing Date on which this representation is deemed to be made, construction, ownership, use or operation no Authorized Officer of the Land Borrower and the Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have been disposed of or otherwise released on or to the business real property of the Acquired Companies as currently conducted that Borrower or any of the Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or release which is not, and would not reasonably be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to reportcause, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any ProjectMaterial Adverse Change. (v) Seller has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects or the Land.