Common use of Environmental Clause in Contracts

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters, to (a) Each of Seller and each Seller’s leasehold interest in the Leased Real Property are and Indemnitor’s knowledge and except as described have been in Exhibit compliance in all material respects with all “E,Environmental Laws” (ias hereinafter defined); (b) To the Knowledge of Sellers, there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area “Release” (as hereinafter defined) by any Seller at any of the Leased Real Property, except or, to the Knowledge of Sellers, at any disposal or treatment facility which received “Hazardous Substances” (as disclosed hereinafter defined) generated by or from such Seller and/or the Leased Real Property; (c) No “Environmental Action” (as hereinafter defined) is pending, has been asserted against or, to the Knowledge of Sellers, is threatened against any Seller; (d) To the knowledge of Sellers, the Leased Real Property has not been used as a treatment or disposal site for any Hazardous Substances during the 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 in connection with the reports operation of the Business; (f) With respect to Sellers and documents set forth on Exhibit E attached hereto the Leased Real Property, Sellers are not aware of and incorporated herein by referencehave not received any written notification pursuant to any Environmental Laws that (i) any work, repairs, corrective or remedial action, construction or capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws or any license, permit or approval issued pursuant thereto; (ii) no portion of the Property any material license, permit or approval under any Environmental Laws is being used for the treatmentabout to be reviewed, storagemade subject to limitations or conditions, disposal revoked, withdrawn or other handling of Hazardous Materials terminated; or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on any events, conditions, circumstances, activities, practices, incidents, actions or in 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 date of this Agreement) to Purchaser a copy of all reports, assessments, investigations, permits, correspondence and other documents and information whatsoever which relate to the compliance status of such Seller or the Leased Real Property or under any portion thereofEnvironmental Laws. (h) For the purposes of this Section 3.19, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on following terms shall have the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.following meanings:

Environmental. (a) Purchaser shall have a period of twenty (20) days after the Effective Date of this Agreement to obtain, at Purchaser’s sole cost and expense, a new or updated Phase I environmental site assessment or environmental audit of the Property from a licensed environmental consultant (the “Environmental Due Diligence Period”). With respect regard to environmental mattersthe Tests, to without Seller’s prior written consent, no secondary environmental reports, soil borings, groundwater samples, or other invasive or subsurface environmental investigations may be made of the Property and Indemnitor’s knowledge neither Purchaser nor its agents, representatives, employees, engineers or contractors may contact any federal, state, or local governmental agency or authority regarding the results of the Tests. In the event that disclosure of the results of any Tests is required by applicable law, regulation or court order, Purchaser shall notify Seller promptly in writing so that Seller may seek a protective order (at its own cost and except expense) or other appropriate remedy. In the event that no such protective order or other appropriate remedy is obtained, or Seller waives compliance with the terms of this Section 7, Purchaser shall give Seller written notice of the information to be disclosed as described far in Exhibit “E,” (i) there has been no Release advance of its disclosure as practicable. In the event any such assessment or threat of Release of Hazardous Materials inaudit reveals that, on, under, to, from or in the area commercially reasonable opinion of the Real PropertyPurchaser’s environmental consultant, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no any portion of the Property is being used impaired by an Environmental Condition or there is a reportable violation of Environmental Laws, Purchaser shall have until the expiration of the Environmental Due Diligence Period to deliver to Seller written notice of such impairment or such reportable violation (the “Environmental Notice”). Purchaser shall not have the right to deliver an Environmental Notice for any household garbage area which is 0.25 acres or less. The Environmental Notice shall include a copy of any report, notice, or correspondence by which Purchaser was made aware of the impairment or reportable violation. If Purchaser timely delivers the Environmental Notice, then Seller may, at its sole option, (i) conduct testing at Seller’s sole cost and expense to establish that the Property is not impaired by such Environmental Condition or there is no such reportable violation of Environmental Laws and furnish Purchaser and Purchaser’s environmental consultant with the results of the test, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price, or (ii) conduct remediation in accordance with all applicable Environmental Laws to correct such Environmental Condition or reportable violation of Environmental Laws, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price. The Closing Date may be extended by Seller by written notice to Purchaser to allow for the testing and/or remediation provided for in (i) and (ii) above. (b) As used herein, “Environmental Condition” shall mean the presence of Hazardous Substances in a concentration which would require remedial action pursuant to Environmental Laws or would require reporting pursuant to Environmental Laws; “Hazardous Substances” shall mean any hazardous materials including any hazardous, toxic or dangerous waste, substance or material in quantity or concentration defined as such in (or for purposes of) or regulated under in quantities above those established by applicable Environmental Laws in effect at this time or any time between now and Closing; “Environmental Laws” shall mean any applicable federal, state or local laws and the regulations promulgated thereunder relating to pollution or protection of the environment, including laws relating to emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water, soil, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal disposal, transport or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, Substances and (vii) except the Comprehensive Environmental Response, Compensation and Liability Act (as disclosed on Exhibit Eamended by the Superfund Amendments and Reauthorization Act), there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means 42 U.S.C. § 9601 et seq.; (1ii) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 § 6901 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3iii) “toxic substances” as defined by the Hazardous Materials ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; (iv) the Toxic Substances Control Act, as amended from time to time 15 U.S.C. § 2601 et seq.; (“TSCA”)v) the Clean ▇▇▇▇▇ ▇▇▇, (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; and (6vi) any substance whose presence is detrimental with respect to the Property, all applicable laws of the State of Arkansas based on, or hazardous to health or substantially similar to, the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws federal statutes listed in parts (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards i) through (v) of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingthe foregoing.

Environmental. With respect 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 mattersengineering 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 Seller’s 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 Indemnitor’s knowledge and except due diligence under this Section 7.06 as described in Exhibit “E,” 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) there has been no Release Remediation (defined below) is required by Environmental Law to be performed by Seller (or threat if the transaction closes, would be required to be performed by Buyer) then Seller shall, within (5) days after receipt of Release notice from Buyer thereof, inform Buyer if Seller, in its sole discretion, shall commence and diligently pursue the removal, remediation or disposal of Hazardous Materials inany such toxic or hazardous substance or material, onasbestos, under, to, from lead containing materials or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property 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 portion thereofsuch environmental condition and the Remediation related thereto, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment release Seller from any obligation or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding for the environmental condition and the Remediation related thereto, and complete the acquisition of the Real Property Purchased Assets in the possession of Seller accordance with this Agreement, or Seller’s Affiliates, consultants, contractors or agents. As used in (b) terminate this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqAgreement.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect (a) None of the real property relating to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there the Purchased Assets or the Easement is or has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored listed on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsNational Priorities List, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Compensation, Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time Information System (“CERCLACERCLIS”); ) or any similar state list, or is or has been the subject of any “Superfund” evaluation or investigation, or any other investigation or proceeding of any governmental authority or unaffiliated third party or of Seller evaluating whether any remedial action is necessary to respond to any release of any hazardous substance, pollutant or contaminant in connection with such real property. (3b) “toxic substances” as defined by Seller has received no notice, written or otherwise, which remains outstanding or unresolved, to the Toxic Substances Control Acteffect that the Water Plant is not being operated in compliance in all material respects with all applicable laws concerning the protection of public health, as amended from time to time public safety or the environment (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental RequirementsLaws”). As used in this Contract: “Release” means spillingSeller has received no notice, leakingwritten or otherwise, pumpingwhich remains outstanding or unresolved, pouring(i) (A) alleging that Seller or any of its agents is liable under any Environmental Law, emittingor (B) ordering Seller or any of its agents to remedy or recommending that Seller or any of agents remediate, emptyingany environmental damage to any real property or modify or upgrade its Water Plant to comply with Environmental Laws, dischargingand (ii) to Seller’s knowledge, injectingno such claims or notices are threatened or pending. (c) There has been no violation of Environmental Laws that remain unremedied or unresolved respecting the release or threatened release of any hazardous substance, escapingpollutant or contaminant to any soil, leachinggroundwater, dumping surface water, building component, wastewater, air or disposingother media on or from any real property relating to the Purchased Assets or the Easement during the ownership, occupation or use of such real property by Seller or any of its agents. (d) There are no and have not been any underground storage tanks, underground piping (except for water or sewer), or polychlorinated biphenyls used, stored, treated or disposed of at any real property relating to the Purchased Assets or the Easement.

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

Environmental. With respect Except as dislosed in Annex 6.20, Verplast is and always has operated in strict compliance with the Environmental Laws (as hereinafter defined) applicable to environmental matters, its business and/or properties where the failure to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” do so could have a material Adverse Effect. Without prejudice to the generality of the foregoing: (i) there has been no Release or threat of Release of Hazardous Materials in(as hereinafter defined), onasbestos or asbestos containing materials ("ACMS") (A) are, underor have been, tolocated in or about any real properties owned or used by Verplast or any of its predecessors or tenants, from (B) have been released by Verplast or in its predecessors or tenants into the area environment, or (C) have been discharged, treated, managed, recycled, placed or disposed of the Real Propertyby Verplast or its predecessors, except as disclosed in the reports and documents set forth tenants or anyone else, at, on Exhibit E attached hereto and incorporated herein or under any real properties owned or used by reference, Verplast or any of its predecessors or tenants; (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored ACMs formerly located on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, real properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility; 57 (iii) no underground storage tanks are currently located on portion of any real properties owned or in used by Verplast or rented, leased by it to third parties is being used, or has been used, for the Real Property disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion thereofof any real properties owned or used by Verplast's predecessors or tenants is being used or has been used for the disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials; (iv) no environmental storage tanks (whether above ground or underground) are located within real properties currently or previously owned or used by Verplast or its predecessors; (v) Verplast has not disposed of, and none of its predecessors has ever disposed of, any substance (other than human sewage) into the plumbing or septic tank which Verplast owns or uses or which Verplast or any of its predecessors has owned or used; (vi) no investigation, administrative orderorder or notice, notificationconsent, consent orderorder and agreement, litigation, claim, judgment settlement or settlement environmental claim or lien with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmentalACMs is in existence or, health to the Seller's knowledge, proposed or safety compliance threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any off-site waste disposal where the wastes of Verplast or of any of its predecessors or tenants have been disposed; and (collectivelyvii) Verplast has not been notified of any summons, “citation or written notice from any person, entity or governmental agency whatsoever concerning any violation or alleged violation of Environmental Requirements”)Laws. As used in The following terms shall have the following meanings for purposes of this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Section 6.20:

Environmental. With respect to environmental mattersTo the knowledge of the Sellers or the Company, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) the Company and its assets and business, and all real properties owned by the Company and/or at which the Company's assets or business are or have been operated (the "Properties"), are now and at all times have been, in material compliance with all Environmental Laws (as herein defined) and Environmental Permits (as herein defined); (ii) except as set forth in Schedule 4.23 of the Disclosure Schedules, there is not now nor has there been any storage, handling, use, disposal or Release (as herein defined) of any Hazardous Materials (as herein defined) on, at, in or under any of the Properties and there are no Release Hazardous Materials within any structure on any of the Properties requiring remediation, decommissioning, decontamination, abatement or threat removal pursuant to Environmental Laws; (iii) there are no above or below ground tanks or reservoirs used or installed for the purpose of storage or containment of Hazardous Materials at, on or under any of the Properties; (iv) copies of all notices, notices of violation, citations, inquiries, information requests or demands and complaints which the Company or the Sellers have received respecting any alleged violation of or non-compliance with any Environmental Law or Environmental Permit are appended to Schedule 4.23 of the Disclosure Schedules, and all such violations and non-compliance alleged in such documents have been corrected by the Company to the satisfaction of the applicable governmental agency; (v) there are no Claims pending or threatened against the Sellers, the Company or the Company's assets or business or any of the Properties under Environmental Laws; (vi) the Company possesses all Environmental Permits which are required for the operation of its assets and business at the Properties as the same are currently being operated; (vii) all Environmental Permits issued to the Company are disclosed in Schedule 4.23 of the Disclosure Schedules, and the Sellers have delivered copies of all such Environmental Permits to Buyer; (viii) Seller and the Company shall take all necessary actions to have any Environmental Permits issued to the Sellers or the Company, which by their terms or by operation of law will expire or otherwise become ineffective on or before the Closing Date, renewed or reissued to the Company prior to the Closing Date so as to allow Buyer to continue the operation of the Company's assets and business without interruption after the Closing Date; (iv) Schedule 4.23 of the Disclosure Schedules sets forth all environmental studies, reports, audits, summaries, proposals, recommendations, work plans and field and laboratory data in Sellers' or the Company's possession, custody or control relating or referring to environmental conditions or the presence or Release of Hazardous Materials in, on, underat, to, under or emanating from or in the area any of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsProperties, including without limitation Environmental Requirementslimitation, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property any soil, surface water or groundwater contamination at any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in Properties and Sellers or the possession Company has delivered copies of Seller or Seller’s Affiliates, consultants, contractors or agentssuch documents to Buyer. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Agreement,

Environmental. With respect Except as disclosed in the McLaren/Hart Phase I Site Asse▇▇▇▇nt of the Chico Community Hospital Rehabilitation Facility (October 24, 1997) obtained by Buyer relating to the Assets (the "Environmental Reports"): (a) Seller is currently, and at all times has been, in compliance with all Environmental Laws (as defined below) except where failure to comply with such Environmental Laws would not have a material adverse effect on the Business; (b) Seller has all permits, authorizations or other approvals required under environmental matterslaws to operate the Assets and the Real Property, and is in compliance with all such permits, authorizations and approvals except where failure to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release comply with such permits, authorizations or threat of Release of Hazardous Materials inapprovals, on, under, to, from individually or in the area aggregate, would not have a material adverse effect on the Business; (c) Seller has not generated, handled, stored, disposed of or released any Hazardous Substance (as defined below) on any of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance compliance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsLaws except where failure to comply with such Environmental Laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on individually or in the Real Property or any portion thereofaggregate, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is would not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or have a material adverse effect on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and Business; (vid) except as disclosed on Exhibit E, there There are no reports polychlorinated biphenyls (PCBs) or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliatestransformers, consultantscapacitors, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers ballasts or other equipment that contains dielectric fluid containing polychlorinated biphenyls and PCBs at levels in excess of fifty parts per million (650 ppm) present, constructed, placed, deposited, stored, disposed of or located on the Real Property; (e) There are currently no aboveground or underground storage tanks for the storage of Hazardous Substances located on the Real Property, and, to the best knowledge of Seller, there have never been any substance whose presence such aboveground or underground storage tanks located on the Real Property; (f) Seller has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Seller is detrimental not in full compliance with Environmental Laws. There is no Environmental Claim (as defined below) pending or hazardous threatened against Seller or with respect to health the Assets. (g) There are no present or, to the best of Seller's knowledge, past actions, activities, circumstances, conditions, events or the environmentincidents, including, without limitation, microbial the generation, storage, release, emission, discharge, presence or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards disposal of conduct concerning any Hazardous Materials Substance, that could form the basis of any Environmental Claim against Seller under any Environmental Law in effect at any time at or environmentalprior to the Closing. (h) The inclusion of any item disclosed in SCHEDULE 3.17 and the inclusion of the reference to the Environmental Reports hereinabove does not constitute an admission by Seller, health Paracelsus or safety compliance (collectively, “Buyer th▇▇ ▇▇▇ ▇▇▇ters disclosed in such schedule or Environmental Requirements”)Report constitutes a violation of any Environmental Law. As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.The following terms shall have the following meanings:

Environmental. With (a) The Vendor, in respect to environmental mattersof the Purchased Assets, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release and is in compliance with all applicable federal, provincial municipal and local laws, statutes, ordinances, bylaws and regulations, and orders, directives and decisions rendered by any ministry department or threat of Release of Hazardous Materials in, on, under, to, from administrative or in regulatory agency relating to the area protection of the Real Propertyenvironment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, release, discharge, spill, emission, transport or handling of any pollutants, contaminants, chemicals or industrial toxic, corrosive or hazardous wastes or substances (“Environmental Laws”) except where such non-compliance would not have a Material Adverse Effect on the Purchased Assets or their operation. Except as disclosed in the reports Vendor Disclosure Letter, the Vendor has never received any notice of and documents set forth on Exhibit E attached hereto to its knowledge has never been investigated or suspected of, received any correspondence related to, or been prosecuted for non-compliance with any Environmental Laws, nor has the Vendor settled any allegation of non-compliance. (b) The Vendor has obtained all licences, permits, approvals, consents, certificates, registrations and incorporated herein by reference, other authorizations under Environmental Laws (iithe “Environmental Permits”) no portion required for the operation of the Property Purchased Assets as of Closing Date. (c) The Vendor has not received from any Governmental Authority any notice that the Vendor is being used potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws in connection with the Purchased Assets and the Vendor is not aware of any grounds for which such a notice may be given to it. The Vendor, in connection with the Purchased Assets, has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites. (d) The Vendor has disclosed in the Vendor Disclosure Letter and has delivered to the Purchaser a true and complete copy of all environmental audits, evaluations, assessments, studies or tests relating to the Lands or Purchased Assets that were commissioned by or for the treatment, storage, disposal Vendor or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which that are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession or control of Seller or Seller’s Affiliatesthe Vendor, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqwhich it is aware.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s To the best of the Vendors' knowledge and belief after due inquiry of the Corporation's senior Quebec City employee, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (with due inquiry for purposes of Section 3.34 being reviewing with them the questions in Exhibit 3.34) but excluding any information disclosed by the Purchaser's environmental review: (a) except as described in Exhibit “E,” (i) there has been no Release or threat Schedule 3.34 of Release of Hazardous Materials inthe Company Disclosure Schedule, onthe Corporation, underthe Business, to, from or in the area of the Real Property, except as disclosed and all the Corporation's operations have been and are in compliance with all applicable Environmental Laws; (b) the reports Corporation has all licences, permits, approvals, consents, certificates, registrations and documents set forth on Exhibit E attached hereto and incorporated herein by reference, other authorizations required under Environmental Laws (iithe "Environmental Permits") no portion for the operation of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming poolBusiness, all of which are stored on described in Schedule 3.34 of the Company Disclosure Schedule. (c) each Environmental Permit is valid, subsisting and in good standing, and the Corporation is not in default or breach of any Environmental Permit, and no proceeding is pending or threatened and no grounds exist to revoke or limit any Environmental Permit; (d) the Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, any of its properties (including the Real Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsthe Leased Property) or facilities or any property or facility which it previously owned or leased, including without limitation Environmental Requirementsto generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (iiie) no underground storage tanks are currently or have been located on or in the Real Property or the Leased Property; (f) the Corporation has not received any portion thereofnotice of, or been prosecuted for, non-compliance with any Environmental Laws, and neither the Vendors nor the Corporation has settled any allegation of non-compliance prior to prosecution. (ivg) there are no notices, orders or directions relating to environmental investigationmatters requiring, administrative orderor notifying the Vendors, notificationthe Corporation or the Subsidiaries that it is or may be responsible for, consent orderany containment, litigationclean-up, claimremediation or corrective action or any work, judgment repairs, construction or settlement capital expenditures to be made under Environmental Laws with respect to the Property Business or any portion thereof is pending property of the Corporation or threatenedthe Subsidiaries; (h) the Corporation has not caused or permitted, nor has there been any, release, emission, spill or discharge, in any manner whatsoever, of any Hazardous Substance on, in, around, from or in connection with any of its properties (vincluding the Real Property and the Leased Property) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in assets or on the Propertytheir use, or existing conditions any property or facility which it previously owned or leased, or any such release on or from a facility owned or operated by any third party but with respect to which the Corporation is or may reasonably be alleged to have liability; (i) all Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Corporation or resulting from the Business have been disposed of, treated and stored by the Corporation in compliance with all Environmental Laws; (j) the Vendors have delivered to the Purchaser true and complete copies of all environmental audits, evaluations, assessments, studies or tests relating to the Corporation, the Business, the Real Property and their use which are or with reasonable efforts could be within the Property that could reasonably be expected to result in material liability possession or material costs or expenses to remediate control of the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and Vendors; and (vik) except as disclosed on Exhibit E, there are no reports past or other documentation regarding present actions, activities, circumstances, conditions, events or incidents involving the environmental condition Corporation that could form the basis of any claim for violation of any Environmental Law against the Real Property in Corporation or against any person or entity whose liability for any such violation the possession Corporation has or may have retained or assumed either contractually or by operation of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqlaw.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. (a) Purchaser shall have a period of twenty (20) days after the Effective Date of this Agreement to obtain, at Purchaser’s sole cost and expense, a new or updated Phase I environmental site assessment or environmental audit of the Property from a licensed environmental consultant (the “Environmental Due Diligence Period”). With respect regard to environmental mattersthe Tests, to without Seller’s prior written consent, no secondary environmental reports, soil borings, groundwater samples, or other invasive or subsurface environmental investigations may be made of the Property and Indemnitor’s knowledge neither Purchaser nor its agents, representatives, employees, engineers or contractors may contact any federal, state, or local governmental agency or authority regarding the results of the Tests. In the event that disclosure of the results of any Tests is required by applicable law, regulation or court order, Purchaser shall notify Seller promptly in writing so that Seller may seek a protective order (at its own cost and except expense) or other appropriate remedy. In the event that no such protective order or other appropriate remedy is obtained, or Seller waives compliance with the terms of this Section 7, Purchaser shall give Seller written notice of the information to be disclosed as described far in Exhibit “E,” (i) there has been no Release advance of its disclosure as practicable. In the event any such assessment or threat of Release of Hazardous Materials inaudit reveals that, on, under, to, from or in the area commercially reasonable opinion of the Real PropertyPurchaser’s environmental consultant, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no any portion of the Property is being used impaired by an Environmental Condition or there is a reportable violation of Environmental Laws, Purchaser shall have until the expiration of the Environmental Due Diligence Period to deliver to Seller written notice of such impairment or such reportable violation (the “Environmental Notice”). Purchaser shall not have the right to deliver an Environmental Notice for any household garbage area which is 0.25 acres or less. The Environmental Notice shall include a copy of any report, notice, or correspondence by which Purchaser was made aware of the impairment or reportable violation. If Purchaser timely delivers the Environmental Notice, then Seller may, at its sole option, (i) conduct testing at Seller’s sole cost and expense to establish that the Property is not impaired by such Environmental Condition or there is no such reportable violation of Environmental Laws and furnish Purchaser and Purchaser’s environmental consultant with the results of the test, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price, or (ii) conduct remediation in accordance with all applicable Environmental Laws to correct such Environmental Condition or reportable violation of Environmental Laws, whereupon the Closing of this transaction shall proceed as set forth in this Agreement without adjustment in the Purchase Price. The Closing Date may be extended by Seller by written notice to Purchaser to allow for the testing and/or remediation provided for in (i) and (ii) above. (b) As used herein, “Environmental Condition” shall mean the presence of Hazardous Substances in a concentration which would require remedial action pursuant to Environmental Laws or would require reporting pursuant to Environmental Laws; “Hazardous Substances” shall mean any hazardous materials including any hazardous, toxic or dangerous waste, substance or material in quantity or concentration defined as such in (or for purposes of) or regulated under in quantities above those established by applicable Environmental Laws in effect at this time or any time between now and Closing; “Environmental Laws” shall mean any applicable federal, state or local laws and the regulations promulgated thereunder relating to pollution or protection of the environment, including laws relating to emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water, soil, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal disposal, transport or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, Substances and (vii) except the Comprehensive Environmental Response, Compensation and Liability Act (as disclosed on Exhibit Eamended by the Superfund Amendments and Reauthorization Act), there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means 42 U.S.C. § 9601 et seq.; (1ii) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 § 6901 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3iii) “toxic substances” as defined by the Hazardous Materials ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; (iv) the Toxic Substances Control Act, as amended from time to time (“TSCA”)15 U.S.C. § 2601 et seq.’, (4v) “hazardous materials” as defined by the Hazardous Materials Transportation ActClean ▇▇▇▇▇ ▇▇▇, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls ▇▇ ▇.▇.▇. §▇▇▇▇ et seq.; and (6vi) any substance whose presence is detrimental with respect to the Property, all applicable laws of the State of Arkansas based on, or hazardous to health or substantially similar to, the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws federal statutes listed in parts (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards i) through (v) of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingthe foregoing.

Environmental. With respect (a) The Seller Group holds and has held all Environmental Permits required in connection with the Purchased Assets or the Business, all of which are identified on Section 2.15(a) of the Disclosure Schedules. Each such Environmental Permit will remain valid and effective after the Closing without any notice to environmental mattersor consent of any Governmental Authority. (b) The Seller Group, in connection with the Purchased Assets and the Business, is and has been in material compliance with, and has no Liability under, all applicable or required Environmental Permits and Environmental Laws. (c) There are no past, pending, or, to Seller’s the Sellers’ Knowledge, threatened Environmental Claims against any member of the Seller Group in connection with the Purchased Assets or the Business, and Indemnitor’s knowledge and except as described in Exhibit “E,” no member of the Seller Group is aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against any member of the Seller Group. (d) To Sellers’ Knowledge, (i) there has been no Release or threat of Release Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, underor under any Site, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion Hazardous Materials are present in, on or about any Site that could give rise to an Environmental Claim against or Liability of any member of the Property is being used Seller Group. (e) No member of the Seller Group nor their respective predecessors, nor any entity previously owned by any member of the Seller Group, has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any off-Site location which has or could result in an Environmental Claim against or Liability of any member of the Seller Group. (f) All Phase I and Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other handling of Hazardous Materials analyses conducted by, on behalf of, or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property possession of any member of the Seller Group (or any portion thereof, (ivof their respective Representatives) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Transferred Real Property have been made available to the Buyer. (g) Neither the execution of this Agreement nor consummation of the Transaction will require the undertaking of any investigations or remedial actions pursuant to Environmental Laws. (h) No member of the Seller Group has entered into or is subject to, any portion thereof is pending judgment, decree, order or threatenedother similar requirement of or agreement with any Governmental Authority under any Environmental Laws. (i) There are no (i) polychlorinated biphenyl containing equipment, (vii) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Propertyunderground storage tanks, or existing conditions within the Property that could reasonably be expected to result in (iii) asbestos containing material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the at any Transferred Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqProperty.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With Except as set forth in Schedule 5.19: (a) to the Knowledge of Seller, the ▇▇▇▇▇ and Equipment are in material compliance with all applicable Environmental Laws; (b) Seller has not received, and to the Knowledge of Seller no operator of any of the Assets has received, written notice of any material civil, criminal or administrative action, hearing, proceeding, claim or lawsuit, from any Governmental Authority or any other Person under Environmental Law arising out of the ownership or operation of any of the Assets and no such proceeding, claim or lawsuit is pending or, to the Knowledge of Seller, threatened with respect to or in connection with any of the Assets. (c) to the Knowledge of Seller, all material Permits required under Environmental Law to conduct the business currently conducted with respect to the Assets as of the Closing Date are held by Seller or the 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 no operator of any of the Assets has received any written notice of any action, hearing, proceeding, claim or lawsuit seeking to terminate, revoke or materially modify any such Permit; (f) to the Knowledge of Seller, there are no Pollutants present at any Interests or ▇▇▇▇▇ 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 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 Well from any Governmental Authority requiring that such Well be plugged and abandoned that has not been plugged and abandoned; (i) 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 Buyer all material environmental reports, studies, audits, sampling data, site assessments and risk assessments with respect to the Assets that are in the possession, custody or control of Seller other than, to the extent set forth on Schedule 5.19(j), those subject to a confidentiality or non-disclosure restriction (provided that, if requested by Buyer, Seller will use its commercially reasonable efforts to get a waiver of such restrictions or consent to make such disclosure). Notwithstanding anything to the contrary contained in this Agreement, (i) all representations and warranties made or given by Seller in this Agreement with respect to environmental matters, to Seller’s Pollutants or compliance with Environmental Laws or Environmental Permits are solely and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents exclusively set forth on Exhibit E attached hereto in this Section 5.19, and incorporated herein all other representations and warranties made or given by referenceSeller in this Agreement shall not be construed to include environmental matters, Pollutants or compliance with Environmental Laws or Environmental Permits and (ii) no portion the presence or existence of the Property is being used for the treatment, storage, disposal NORM in or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in Assets shall not give rise to or constitute a breach of the possession of representations and warranties made and given by Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqSection 5.19.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersExcept as disclosed on Exhibit 9.24, to Seller’s Vairex has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of Vairex, no real property (or the subsurface soil and Indemnitor’s knowledge and except the ground water thereunder) now or previously leased by Vairex (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of Vairex, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) Vairex is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) Vairex has not received any written notice and has no knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of Vairex, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. Vairex further agrees and covenants that Vairex will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to Vairex's Best Knowledge, threatened, against Vairex, and Vairex knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to Vairex's compliance with environmental laws, regulations, rules, regulations guidelines and ordersordinances. For purposes of this Section 9.24, regulating"Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), relating the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or imposing liability local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or standards hazardous substances, transportation of conduct concerning hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.24, "Hazardous Materials Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or environmentalnormal housekeeping or maintenance: (a) fuel oil and natural gas for heating, health or safety compliance (collectivelyb) lubricating, “Environmental Requirements”). As cleaning, coolant and other compounds customarily used in this Contract: “Release” means spillingbuilding maintenance, leaking(c) materials routinely used in the day-to-day operations of an office, pumpingsuch as copier toner, pouring(d) consumer products, emitting(e) material reasonably necessary and customarily used in construction and repair of an office project, emptyingand (f) fertilizers, discharging, injecting, escaping, leaching, dumping or disposingpesticides and herbicides commonly used for routine office landscaping.

Environmental. With Except with respect to environmental mattersmatters that (x) either have been fully resolved, provided, in each case, the Company and each Company Subsidiary has no outstanding liability or obligation pending and no liability is reasonably likely to Seller’s arise in the future related to any resolved matter, (y) would not reasonably be expected to result in a material liability to the Company or the Company Subsidiaries, taken as a whole, or (z) as set forth in Schedule 4.18: (a) the Company and Indemnitor’s knowledge the Company Subsidiaries are in, and except as described since December 31, 2015, have been in Exhibit “E,” material compliance with all Environmental Laws applicable to the Company or their respective use or operation of the Real Property; (ib) there has been no Release by the Company or threat the Company Subsidiaries at the Real Property or, to the Company’s Knowledge, at any previously owned, leased or operated real property, in each case, that requires cleanup or remediation by the Company or the Company Subsidiaries or has resulted in material liability to the Company pursuant to any Environmental Law; (c) neither the Company nor the Company Subsidiaries have (i) received written notice under the citizen suit provisions of any Environmental Law, (ii) received any written notice of violation, demand letter, complaint, citation, information request, notice of “potentially responsible party” liability, or claim under any Environmental Law or (iii) been subject to or, to the Company’s Knowledge, threatened with any enforcement action by a Governmental Authority with respect to any Environmental Law; (d) there is no Action relating to Environmental Laws or the Release of Hazardous Materials inthat is pending or, onto the Company’s Knowledge, underthreatened against the Company or the Company Subsidiaries with respect to their respective businesses, tothe Company, from or in the area of the Real Property; (e) the Company has provided all Phase I environmental site assessment reports, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencePhase II reports, (ii) no portion of the Property is being used for the treatment, storage, disposal environmental or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety audits conducted in the three years preceding the Effective Date, any material documents related to any pending or threatened Action under Environmental Law and any other material documents related to the Company or any Company Subsidiary’s compliance (collectivelyor liability under Environmental Laws, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping the Company’s or disposingany Company Subsidiary’s possession or control.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (ia) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials Each Acquired Company other than standard amounts of cleaning suppliesPetrodelta is, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s Knowledge, Petrodelta is, conducting, and Indemnitorhas during the past five (5) years conducted, its business in material compliance with Environmental Law. (b) Except as is not reasonably expected to have a Material Adverse Effect, all Environmental Permits required for the operation of the business of each Acquired Company other than Petrodelta, and, to Seller’s knowledgeKnowledge, never of Petrodelta: (i) have been obtained; (ii) are in force; and (iii) have been complied with. (c) Neither Seller, nor any Acquired Company other than Petrodelta has been received any moldwritten notice of any civil, fungal criminal, regulatory or administrative action, claim, investigation or other microbial growth in Proceeding or on the Propertysuit relating to Environmental Law or Environmental Permits. To Seller’s Knowledge, (i) Petrodelta has not received any written notice of any civil, criminal, regulatory or existing conditions within the Property that could reasonably be expected administrative action, claim, investigation or other Proceeding or suit relating to result in material liability Environmental Law or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, Environmental Permits and (viii) except as disclosed on Exhibit Ethere is no such action, claim, investigation or other Proceeding or suit threatened or pending against any Acquired Company. (d) None of Seller, any Acquired Company other than Petrodelta, or, to Seller’s Knowledge, Petrodelta, has received written notice that either (i) a Governmental Authority is intending to revoke, suspend, vary or limit any Environmental Permits or (ii) any amendment to any Environmental Permit is required to enable the continued operation of its business. (e) There are no Proceedings by any Governmental Authority or other Person pending against any Acquired Company other than Petrodelta under any Environmental Law. To Seller’s Knowledge, (i) there are no reports Proceedings by any Governmental Authority or other documentation regarding the environmental condition of the Real Property Person pending against Petrodelta or (ii) threatened against any Acquired Company. (f) No Acquired Company other than Petrodelta is responsible (wholly or in the possession of Seller part) for any clean up or other corrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, or used by, any Acquired Company or, to Seller’s AffiliatesKnowledge, consultantssubject to any investigation or inquiry by a Governmental Authority in relation to the same. To Seller’s Knowledge, contractors Petrodelta is not responsible (wholly or agents. As used in this Contract: “Hazardous Materials” means (1part) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil for any clean up or other petroleum productscorrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, radioactive materialsor used by, urea formaldehyde foam insulationany Acquired Company or subject to any investigation or inquiry by a Governmental Authority in relation to the same. (g) No Acquired Company other than Petrodelta has, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous and, to health or the environmentSeller’s Knowledge, includingPetrodelta has not, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards disposed of conduct concerning any Hazardous Materials Substance other than in material compliance with applicable Environmental Law. (h) No Acquired Company other than Petrodelta has entered into any Contract, undertaking, warranty or environmental, health indemnity to assume actual or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingcontingent liability for any environmental matters.

Environmental. With Except as set forth in Schedule 3.13: (i) The Acquired Companies have not caused or permitted any Hazardous Substances to be manufactured, refined, treated, discharged, disposed of, deposited or otherwise released in, on, under or from any of the CTC Real Property or any Real Property previously owned, leased, occupied, operated, managed, possessed or otherwise held by any of the Acquired Companies other than in compliance in all material respects with applicable Environmental Laws ("Former CTC Real Property"); and (ii) To the knowledge of CTC, before their lease of any of the CTC Real Property or Former CTC Real Property, no Hazardous Substances have been manufactured, refined, treated, discharged, disposed of, deposited or otherwise released therein, thereon or therefrom other than in compliance in all material respects with applicable Environmental Laws. (i) The Acquired Companies have not caused or permitted any Hazardous Substances to have been stored, used, generated, transported, handled or otherwise present on any of the CTC Real Property or Former CTC Real Property, and no Hazardous Substances currently are stored, used, generated, transported, handled or, to the knowledge of CTC, otherwise present on any CTC Real Property except for (1) any concentrations or quantities that occur naturally thereon or that are present in construction materials, office equipment or other office furnishings used in the existing improvements thereon, and (2) normal quantities of those Hazardous Substances customarily used in the conduct or maintenance of general administrative and executive office activities and use and maintenance of computer systems (e.g., copier fluids and cleaning supplies), in accordance with applicable Law. Notwithstanding the foregoing exceptions, to the knowledge of CTC, no asbestos-containing materials, PCBs or urea formaldehyde are present in or on any of the CTC Real Property; and (ii) To the knowledge of CTC, before their lease of any of the CTC Real Property or Former CTC Real Property, no Hazardous Substances were stored, used, generated, transported, handled or otherwise present thereon except for (1) any concentrations or quantities that occur naturally thereon or that are present in construction materials, office equipment or other office furnishings used in the existing improvements thereon, and (2) normal quantities of those Hazardous Substances customarily used in the conduct or maintenance of general administrative and executive office activities and use and maintenance of computer systems (e.g., copier fluids and cleaning supplies), in accordance with applicable Law. (c) To the knowledge of CTC (i) all of the Former CTC Real Property and the operations of the Acquired Companies thereon were operated in material compliance with applicable Environmental Laws, and (ii) all of the CTC Real Property and the operations of the Acquired Companies thereon have been and currently are being operated in material compliance with applicable Environmental Laws. To the knowledge of CTC, there is not any radon, asbestos or PCB's or any condition with respect to surface soil, subsurface soil, ambient air, surface waters, groundwaters, leachate, run-on or run-off, stream or other sediments, wetlands or similar environmental media on, in, under, above or off any of the CTC Real Property or Former CTC Real Property, which radon, asbestos, PCB's or condition (a) requires investigation and/or remedial or corrective action on or off such CTC Real Property or Former CTC Real Property by the Acquired Companies or other owner thereof, (b) violates any permit requirements, standards or Environmental Laws, and/or (c) is reasonably likely to result in any claim for personal injury, property damage or natural resources damage or any other Proceeding against NCO, Portfolio or any of their affiliates by governmental entities or other Persons (any such radon, asbestos, PCB's or condition is referred to as an "CTC Environmental Condition"). To the knowledge of CTC, none of the Acquired Companies has taken any action or omitted to take any action that has caused or will cause a CTC Environmental Condition to exist. (d) None of the Acquired Companies has received any written notice that any part of the CTC Real Property or the Former CTC Real Property or the operations of the Acquired Companies is the subject of any Proceeding or Judgment relating to environmental matters, and, to Seller’s and Indemnitor’s the knowledge and except as described in Exhibit “E,” (i) there has been of CTC, no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area part of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the CTC Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Former CTC Real Property or the operations of the Acquired Companies is the subject of any portion thereof is pending Proceeding or threatenedJudgment relating to environmental matters. None of the Acquired Companies has received any written notice from any governmental authority or other Person regarding any potential claim or liability relating to environmental matters. (e) To the knowledge of CTC, (v) except as disclosed on Exhibit “E” there is not currently andno sinkhole, to Seller’s and Indemnitor’s knowledgecoastal zone, never has been any moldflood plain, fungal flood hazard area or other microbial growth wetlands in or on the CTC Real Property, which would restrict the continued use of the CTC Real Property as an office, data processing facility and electronic communications network facility. (f) Each of the Acquired Companies has made available to NCO copies of any and all applications, correspondence, affidavits, reports, forms, maps, plans, studies and other documents relating to environmental matters in their possession, custody or existing conditions within control. These shall include any environmental engineering studies, any tests or testing performed on the CTC Real Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthFormer CTC Real Property, and copies of any reports issued by any government authority regarding such CTC Real Property or Former CTC Real Property. (vig) except as disclosed on Exhibit ENo Proceeding has been started, there are no reports Judgment has been issued and no Encumbrance has been created against or other documentation regarding the environmental condition affecting any of the Acquired Companies or any of the CTC Real Property in or Former CTC Real Property regarding any CTC Environmental Condition or arising from any Environmental Law, nor is any such Proceeding, Judgment or Encumbrance pending or anticipated. (h) No information request has been received by any of the possession Acquired Companies pursuant to Section 104 of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Act, as amended, 42 U.S.C. 9601 et seq. or any other Environmental Laws with regard to the CTC Real Property or Former CTC Real Property or any activities conducted thereon, including off-site waste disposal.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With (a) The Purchased Business, the Leased Property and the Premises have been and are in material compliance with all Environmental Laws. (b) The Vendor has not used or permitted to be used, except in compliance with all Environmental Laws, the Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of 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) The Vendor is not responsible for any Cleanup or any other remedy or liability under any Environmental Laws in connection with the Leased Property, the Premises, the Purchased Assets or the Purchased Business. The Vendor has never received any formal or informal notice of, or been prosecuted for, non-compliance with any Environmental Laws, nor has the Vendor settled any allegations of any such non-compliance prior to prosecution. There are no written notices, orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the Vendor that it is or may be responsible for, any work, repairs, construction or material capital expenditures to be made under Environmental Laws with respect to environmental mattersthe Purchased Business, the Leased Property, the Premises or the Purchased Assets. The Vendor has never received a written claim or notice and otherwise has no knowledge of potential liability or actual liability, relating to Seller’s and Indemnitor’s any Cleanup at any off-site location arising out of the Vendor's or any other person's activities or operations at the Leased Property or the Premises. (e) The Vendor has not caused or permitted, nor has there been to the knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of the Vendor, any Release of any Hazardous Materials Substance on, in, on, under, toaround, from or in connection with the area of - 38 - Leased Property or the Real Property, except as disclosed in Premises or the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal Purchased Business or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located any such Release on or in the Real Property from a facility which was previously owned or leased, or any portion thereofsuch Release, (iv) no environmental investigationto the Vendor's knowledge, administrative order, notification, consent order, litigation, claim, judgment on or settlement from a facility owned or operated by any third party but with respect to which the Property Vendor 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 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 in compliance with all Environmental Laws. (g) The Vendor has made available to the Purchaser all documents in the Vendor's possession or under its control relating to compliance by the Vendor with or claims against the Vendor under Environmental Laws or to any portion thereof is pending other environmental or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s occupational health and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth safety matter in or on connection with the Leased Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health Premises or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingPurchased Business.

Environmental. With respect Except as set forth on Schedule 6.14 or as identified as a result of any of the Phase II environmental sampling contemplated by Section 8.1: (a) There are no underground tanks and related pipes, pumps and other facilities regardless of their use or purpose, whether active or abandoned, at the Leased Real Property. (b) To the Knowledge of the Seller, there is no asbestos nor any asbestos-containing materials used in, applied to environmental mattersor in any way incorporated in any building, structure or other form of improvement on the Leased Real Property. The Seller does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Seller is presently and, to the Knowledge of the Seller’s , for the past five years has been in material compliance with all Environmental Laws applicable to the Leased Real Property and Indemnitor’s knowledge the Business, and the Seller has not received notice from any Governmental Authority (other than as may have previously been resolved in full), and has no Knowledge, of any Environmental Conditions at the Leased Real Property that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be the basis for any liability of the Seller of any kind pursuant to any Environmental Law. (d) The Seller has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced, or processed any Hazardous Materials at or upon the Leased Real Property, except as described in Exhibit “E,” (i) material compliance with all applicable Environmental Laws, and there has been no Release or threat Threat of Release by the Seller of any Hazardous Materials in, on, under, to, from Material at or in the area vicinity of the Leased Real PropertyProperty that requires or may require reporting, except as disclosed in investigation, assessment, cleanup, remediation or any other type of response action by the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceSeller pursuant to any Environmental Law. (e) The Seller has not (i) entered into or been subject to any consent decree, compliance order, or administrative order with respect to any Environmental Condition or relating to obligations under any Environmental Law; (ii) no portion received notice under the citizen suit provisions of any Environmental Law in connection with the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Leased Real Property; (iii) no underground storage tanks are currently located on received any request for information, notice, demand letter, administrative inquiry, or in formal or informal complaint or claim with respect to any Environmental Condition at the Leased Real Property Property; or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment been subject to or settlement threatened with any governmental or citizen enforcement action with respect to the Property or Leased Real Property. (f) There currently are effective all Permits required under any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Environmental Law that are necessary for the Seller’s activities and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on operations at the Leased Real Property, for any past or existing conditions within ongoing alterations or improvements thereon and for the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthSeller’s business operations, and any applications for renewal of such Permits have been submitted on a timely basis. (vig) except as disclosed on Exhibit E, there are no reports or other documentation regarding To the environmental condition Knowledge of the Real Property Seller, the Business will not require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law. (h) The Seller has provided to the Purchaser copies of all documents, records, and information in its possession or control concerning Environmental Conditions, compliance with or potential liability under Environmental Laws or exposure of any Person to any Hazardous Material in connection with the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environmentbusiness operations, including, without limitation, microbial previously conducted environmental compliance audits, underground storage tank closures, environmental site assessments, asbestos surveys and documents regarding any Release of Hazardous Materials at, upon, under or fungal matter or moldfrom the Leased Real Property, spill control plans, and is otherwise regulated by federal, state environmental agency reports and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingcorrespondence.

Environmental. With To the Company’s best knowledge, except as set forth in the Loan Agreement and except with respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from any other matters that individually or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do aggregate could not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate a Material Adverse Change (as defined in the moldLoan Agreement): (a) There is not located on, fungal or microbial growthin, about, or to remedy under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the type ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such conditions that could reasonably be expected to result existing Hazardous Substances have been used, stored and manufactured in such growthcompliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and has not in the past been used as a landfill, dump, disposal facility, gasoline station or for the storage, generation, production, manufacture, processing, treatment, disposal, handling, transportation, or deposit of any Hazardous Substances, where such production, storage, generation, manufacturing, processing, treatment, disposal, handling, transportation or deposit was in violation, in any material respect, of applicable Environmental Law. (vic) except as disclosed There has not in the past been, and no present threat now exists of, a spill, discharge, emission or release of a Hazardous Substance in, upon, under, over or from the Mortgaged Property or from any other property which would have an impact on Exhibit E, there the Mortgaged Property. (d) There are no reports past or present investigations, administrative proceedings, litigation, regulatory hearings or other documentation regarding action completed, proposed, threatened or pending, alleging noncompliance with or violation of any Environmental Laws or Regulations respecting the Mortgaged Property, or relating to any required environmental condition of permits covering the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means Mortgaged Property. (1e) “hazardous wastes” as defined The Company has disclosed to Mortgagee all reports and investigations commissioned by the Resource Conservation Company and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to Hazardous Substances and the Land and the Improvements. (f) There are not now, nor have there ever been, any above ground or imposing liability underground storage tanks located in or standards of conduct concerning any Hazardous Materials under the Mortgaged Property. There are no ▇▇▇▇▇ on or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingunder the Mortgaged Property.

Environmental. With respect Seller has not conducted any business therefor is in compliance with all Environmental Laws. None of the operations of Seller or the Acquisition Assets are the subject of federal, state or local investigation evaluating whether any remedial action is needed to environmental mattersrespond to a release of any Hazardous Substance or toxic waste or constituent into the environment. Seller has not (and no other Person has) filed any notice under any federal, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there state or local law indicating that Seller is responsible for the release into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, or that any such substance, waste or constituent has been no Release or threat of Release of Hazardous Materials in, on, under, to, released from or is improperly stored upon the Acquisition Assets or the land on which they are situated. To Seller's knowledge, Seller does not otherwise have any liability or contingent liability in connection with any violation of Environmental Laws or in connection with the area release or threatened release into the environment or the improper storage of any Hazardous Substance or toxic waste or constituent related to the Real PropertyAcquisition Assets. All notices, except as disclosed permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceoperations of Seller related to the Acquisition Assets, (ii) no portion of the Property is being used for the including, without limitation, present or past treatment, storage, disposal or other handling release of a Hazardous Materials Substance or machinery containing Hazardous Materials other than standard amounts of cleaning suppliestoxic waste into the environment, equipment maintenance supplieshave been duly obtained or filed, and chlorine Seller is in compliance with the terms and other chemicals for the swimming poolconditions of all such notices, all permits, licenses and similar authorizations. To Seller's knowledge, there has been no release or threatened release of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located any Hazardous Substances or toxic waste on or in from the Real Property Acquisition Assets or any portion thereof, the land on which they are situated that either (iva) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal in compliance with Environmental Laws or other microbial growth in (b) could create an obligation or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthof Seller under Environmental Laws, and (vi) except as disclosed on Exhibit E, there are no reports storage tanks or other documentation regarding containers on or under any from the Acquisition Assets or the land on which they are situated from which Hazardous Substances or other contaminants may be released into the surrounding environment. No claims, are pending or threatened by third parties against Seller alleging liability for exposure to Hazardous Substances in connection with the Acquisition Assets. There have been no environmental condition of the Real Property investigations, studies, audits, reviews or other analyses conducted by or which are in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by regarding from the Resource Conservation and Recovery Act of 1976, as amended from time Acquisition Assets which have not been delivered to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqPurchaser.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersBlueStream has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of BlueStream, to Seller’s no real property (or the subsurface soil and Indemnitor’s knowledge and except the ground water thereunder) now or previously leased by BlueStream (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of BlueStream, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) BlueStream is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) BlueStream has not received any written notice and has no knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of BlueStream, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. BlueStream further agrees and covenants that BlueStream will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to BlueStream's Best Knowledge, threatened, against BlueStream, and BlueStream knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to BlueStream's compliance with environmental laws, regulations, rules, regulations guidelines and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingordinances.

Environmental. With Debtor is fully familiar with the present use of the Premises, and, to the extent that Debtor or Lessee has previously obtained a Phase I environmental report with respect to environmental mattersany of the Premises, to Seller’s and Indemnitor’s knowledge and except as described Debtor has become generally familiar with the prior uses of such Premises. During the period in Exhibit “E,” (i) there which Debtor or Lessee has been no Release had a fee or threat of Release of Hazardous Materials in, on, under, to, from or leasehold interest in the area of the Real PropertyPremises, and except as disclosed in the reports delivered pursuant to Section 9.E (the "Reports"), (i) no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Premises, except in De Minimis Amounts and documents set forth on Exhibit E attached hereto in compliance with all applicable Environmental Laws, and incorporated herein by reference, (ii) no portion Release or Threatened Release has occurred at or on the Premises. Furthermore, Debtor has no actual knowledge that, during the period prior to Lessee's acquisition of a fee or leasehold interest in the Property Premises, and except as disclosed in the Reports, (i) any Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Premises, except in De Minimis Amounts and in compliance with all applicable Environmental Laws, or (ii) any Release or Threatened Release has occurred at or on the Premises. The activities, operations and business undertaken on, at or about the Premises during the period in which Debtor or Lessee has had a fee or leasehold interest in the Premises, including, but not limited to, any past or ongoing alterations or improvements at the Premises, are and have been in compliance with all Environmental Laws, except such noncompliance as would not have a Material Adverse Effect and except as disclosed in the Reports, and Debtor has no actual knowledge that any such activities, operations or business undertaken on, at or about the Premises during the period prior to Lessee's acquisition of a fee or leasehold interest in the Premises were not in compliance with all Environmental Laws except such noncompliance as would not have a Material Adverse Effect and except as disclosed in the Reports. No further action is being used for required to remedy any Environmental Condition or violation of, or to be in full compliance with, any Environmental Laws, and no lien has been imposed on the treatmentPremises by any Governmental Authority in connection with any Environmental Condition, the violation or threatened violation of any Environmental Laws or the presence of any Hazardous Materials on or off the Premises during the period in which Debtor or Lessee has had a fee or leasehold interest in the Premises or, to Debtor's actual knowledge, during the period prior to Lessee's acquisition of a fee or leasehold interest in the Premises. There is no pending or, to the best of Debtor's knowledge, threatened litigation or proceeding before any court, administrative agency or Governmental Authority in which any person or entity alleges the violation or threatened violation of any Environmental Laws or the presence, Release, Threatened Release or placement on or at the Premises of any Hazardous Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of any Environmental Laws at, on or in connection with the Premises or that there exists a presence, Release, Threatened Release or placement of any Hazardous Materials on or at the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or other handling on the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with the Premises or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information, notice, demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for relating to the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property Premises or any portion thereoffacilities, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment operations or settlement with respect to the Property activities conducted thereon or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth business conducted in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqconnection therewith.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With To the Borrower's knowledge, except as may be actually disclosed in the Environmental Report or otherwise disclosed to Lender in writing, (a) no Hazardous Substances are currently located, stored or used at the Premises, except with respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” such Hazardous Substances which are (i) there has been no Release customarily located, stored or threat of Release of Hazardous Materials inused in hotels similar to the Premises, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) unique and necessary to a tenant's business located in the Premises, provided that such Hazardous Substances described in clause (a)(i) or (a)(ii) are at all times stored, located and used in compliance with all Environmental Laws; (b) no portion Hazardous Substances have been discharged, released or emitted, upon or from the Premises into the environment, which would subject the Borrower of the Property is being Premises to any damages, penalties or liabilities under any applicable Environmental Laws; (c) the Premises have not ever been used as or for the treatmenta mine, storagea landfill, disposal a dump or other handling of Hazardous Materials disposal facility, or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, a gasoline service station; (iiid) no underground storage tanks are currently tank is now located on or in the Real Property or Premises or, if previously located therein, each such tank has been removed therefrom in compliance with all applicable Environmental Laws and any portion thereof, clean-up of the surrounding soil in connection therewith has been completed; (ive) no environmental investigationasbestos, administrative orderACM, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Propertymaterials containing urea-formaldehyde, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the moldtransformers, fungal or microbial growthcapacitors, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers ballasts or other equipment that contains dielectric fluid containing polychlorinated biphenyls contain PCBs are located about the Premises; (f) the Premises have never been used by Borrower, as a permanent or temporary treatment, storage or disposal site for any Hazardous Substance; (i) no notice of any violation or any alleged violation of any Environmental Law has been issued or given by any Governmental Authority, and (6ii) there is not now any substance whose presence investigation or report involving the Premises by any Governmental Authority or agency which in any way relates to Hazardous Substances; (h) no Person has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, allegedly resulting from any activity or event described in clauses (a)-(g) above; (i) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances in, upon, under, over or from the Premises; (j) no notification of a Release (as such term is detrimental defined in 42 U.S.C. ss. 9601(22)) of any Hazardous Substances has been filed by or hazardous to health on behalf of Borrower through authorized employees or agents and the environment, including, without limitation, microbial Premises are not listed on the United States Environmental Protection Agency's List of Hazardous Waste Sites or fungal matter or mold, and is otherwise regulated any other list of Hazardous Substance sites maintained by any federal, state or local Governmental Authority; (k) there are no environmental liens on the Premises and local environmental laws no governmental actions have been taken or are in process which could subject the Premises to such liens; and (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to l) Borrower has not transported or imposing liability or standards arranged for the transportation of conduct concerning any Hazardous Materials Substances to any location which is listed or environmentalproposed for listing under CERCLA or on any similar state list or which is the subject of federal, health state or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping local enforcement actions or disposingother.

Environmental. With respect to environmental mattersTo the best of their knowledge, to Seller’s all operations of Datec and Indemnitor’s knowledge the Datec Subsidiaries have been conducted, and except are now, in compliance with all Environmental Laws. Except as described Datec has publicly disclosed in Exhibit “E,” documents filed with all applicable securities commissions, neither Datec nor any of the Datec Subsidiaries is aware of, or is subject to: (i) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any Material work, repairs, construction or expenditures; (ii) any demand or notice with respect to the breach of any Environmental Laws applicable to Datec or the Datec Subsidiaries; (iii) none of the real properties currently or, formerly owned, leased or used by Datec, any predecessor of Datec or the Datec Subsidiaries or over which any of them has or had charge, management or control (such property, the “Datec Real Properties”): A. has never been used by any Person as a waste disposal site or as a licensed landfill, or B. has ever had asbestos, asbestos-containing minerals, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them; (iv) no properties adjacent to any of the Datec Real Property are contaminated where such contamination could, if it migrated to a Datec Real Property, have a Material Adverse Effect on that Datec Real Property; (v) neither Datec nor the Datec Subsidiaries has transported, removed or disposed of any waste to a location outside of Canada or of the U.S.; (vi) there are no contaminants located in the ground or in groundwater under any of the Datec Real Properties; (vii) neither Datec nor the Datec Subsidiaries has been no Release required by any governmental entity to: A. alter any of the Datec Real Properties in a Material way in order to be in compliance with environmental laws or threat of Release of Hazardous Materials inregulations, or B. perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, underabout, to, from or in connection with any Datec Real Property; (viii) neither Datec nor the area Datec Subsidiaries is aware of, or is subject to: A. any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any work, repairs, construction or expenditures, or B. any demand or notice with respect to the breach of any environmental laws or regulations applicable to Datec or the Datec Subsidiaries; (ix) Datec and the Datec Subsidiaries have obtained all Material licenses which are required under applicable Environmental Laws in connection with the conduct of the Real Propertybusiness or operations of Datec and the Datec Subsidiaries. Each of such licenses is in full force and effect and Datec and the Datec Subsidiaries are in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition: (A) No order has been issued, except no environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the knowledge of Datec or the Datec Subsidiaries, threatened by any governmental or regulatory authority with respect to any alleged failure by Datec or the Datec Subsidiaries to have any license required under applicable Environmental Laws in connection with the conduct of their business or operations of Datec or the Datec Subsidiaries or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or release of any Hazardous Material generated by Datec or the Datec Subsidiaries, and to the knowledge of the Datec Parties, there are no facts or circumstances in existence, which could reasonably be expected to form the basis for any such order, environmental Claim, penalty, investigation or review. (B) Datec and the Datec Subsidiaries do not own, operate or lease a treatment, storage or disposal facility requiring a permit under the U.S. Resource Conservation and Recovery Act, as disclosed in amended, or under any comparable foreign Law; and, without limiting the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceforegoing, (i) no polychlorinated biphenyl is or has been present, (ii) no portion of the Property asbestos or asbestos-containing material is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirementshas been present, (iii) there are no underground storage tanks are currently located on or in the Real Property surface impoundments for Hazardous Materials, active or any portion thereofabandoned, and (iv) no Hazardous Material has been released in a quantity reportable under, or in violation of, any Environmental Law or otherwise released, in the cases of clauses (i) through (iv), at, on or under any site or facility now or previously owned, operated or leased by Datec of the Datec Subsidiaries. (C) Datec and the Datec Subsidiaries have not transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by non-U.S. or U.S. federal, state or local governmental or regulatory authorities that may lead to environmental investigationClaims against Datec or the Datec Subsidiaries. (D) No Hazardous Material generated by the Datec Parties has been recycled, administrative ordertreated, notificationstored, consent orderdisposed of or released by Datec or the Datec Subsidiaries at any location. (E) No written notification of a release of a Hazardous Material has been filed by or on behalf of Datec or the Datec Subsidiaries and no site or facility now or previously owned, litigationoperated or leased by Datec or the Datec Subsidiaries is listed or proposed for listing on the NPL, claim, judgment or settlement with respect to the Property CERCLIS or any portion thereof is pending similar state or threatenedlocal list of sites requiring investigation or clean-up. (F) There have been no environmental investigations, (v) except as disclosed on Exhibit “E” there is not currently andstudies, to Seller’s and Indemnitor’s knowledgeaudits, never has been any moldtests, fungal reviews or other microbial growth in or on the Propertyanalyses conducted by, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliatesof, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health Datec or the environmentDatec Subsidiaries in relation to any site or facility now or previously owned, including, without limitation, microbial operated or fungal matter leased by Datec or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating the Datec Subsidiaries which have not been delivered to or imposing liability or standards eLandia prior to the execution of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingAgreement.

Environmental. With (i) except as listed in Section 3.1(m)(i) of the Disclosure Letter: (A) the operations of the Vendors with respect to environmental mattersthe Business and the Purchased Assets are currently and have been in compliance with all Applicable Environmental Laws; (B) no Vendor has received any written notice from any person of a violation or Claim under any Applicable Environmental Law and no written inquiry, written request for information, or demand letter under any Applicable Environmental Law relating to such non-compliance or Claim at the Facilities or the operations of the Vendors has been made; (C) the Facilities and the operations of each Vendor are not subject to any written orders that remain outstanding under Applicable Environmental Law, nor are there any proceedings pending or, to Seller’s and Indemnitor’s the knowledge and except as described in Exhibit “of the Vendors, threatened, against any of the Vendors under any Applicable Environmental Law; (D) no Vendor has entered into any agreement pursuant to which it has assumed or will assume any Liability under Applicable Environmental Law, including any obligation for costs of remediation, of any other person; (E,” (i) there has been no Release or threat release by the Vendors or, to the knowledge of Release the Vendors, threatened release of any Hazardous Materials inSubstance, on, underat, to, beneath or from or in the area any of the Real PropertyFacilities or any surface waters or groundwater thereon or thereunder which requires any reporting, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein disclosure, investigation, cleanup, remediation, monitoring, abatement, deed or use restriction by reference, (ii) no portion any of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the PropertyVendors, or existing conditions within the Property that could which would reasonably be expected to result in material give rise to any liability for personal injury, property damage, natural resources damage or other liability or material costs damages to any of the Vendors collectively or expenses to remediate separately under any Applicable Environmental Law; (F) no Vendor has sent or arranged for the mold, fungal or microbial growthdisposal of any Hazardous Substance, or to remedy such conditions transported any Hazardous Substance, that could reasonably would be expected to result in give rise to any material Liability for any damages or costs of investigation, remediation or any other action to respond to the release or threatened release of any Hazardous Substance; and (G) each Vendor has provided the Purchaser with a complete inventory, to the knowledge of such growthVendor, of all above and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition underground storage tanks located at each of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Facilities;

Environmental. With respect Following the execution of this Agreement, at Buyer's ------------- expense, Buyer may engage engineering or environmental assessment firms to environmental mattersperform one or more Phase I, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal Phase II or other handling of Hazardous Materials environmental assessments for any or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “the "Environmental Requirements”Assessments"). As used Seller shall cooperate, and shall use reasonable efforts to ensure that any lessor or other person in control of any of the Real Property shall also cooperate, with Buyer and such firms in performing the 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-up Environmental 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 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 expenditure of One Million Dollars or less, Seller shall remedy the Environmental Noncompliance at its expense prior to the Closing and the Closing will otherwise take place in the manner and at the time provided for herein. In the event that the cost of remedying the Environmental Noncompliance will exceed One Million Dollars, 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 Environmental Noncompliance to be contributed by Buyer, and Seller shall have no further liability or obligation to Buyer with respect thereto, or (b) terminate this Agreement. Nothing in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping Section or disposingotherwise in this Agreement shall be construed as creating any third-party beneficiaries or any other rights in parties other than the parties hereto.

Environmental. With respect to environmental matters, to To Seller’s and Indemnitor’s knowledge and knowledge, or except as described may be set forth in Exhibit “E,” the Due Diligence Material, (i) there Seller has been no Release knowledge of the presence of any Hazardous Substances on or threat under the Land or the Property, other than such Hazardous Substances and in such amounts as are commonly used, stored and disposed of Release of Hazardous Materials in, on, under, to, from or in the area operation, repair and maintenance of a medical office building, or as may be used, stored and disposed of by the Real Property, except as disclosed tenants under the Leases in the reports conduct of their businesses at the Land and documents set forth on Exhibit E attached hereto and incorporated herein by reference, the Property; (ii) Seller has not used and has no portion of knowledge that any other person has used the Land or the Property is being used for the treatmentgeneration, recycling, use, reuse, sale, storage, handling, transportation and/or disposal of any Hazardous Substances on or other handling of Hazardous Materials under the Land or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property (except for such Hazardous Substances and in strict accordance with applicable Environmental Requirements such amounts as are commonly used, stored and do not exceed limits permitted disposed of in the operation, maintenance and repair of a medical office building, or as may be used, stored and disposed of by the tenants under applicable laws, including without limitation Environmental Requirements, the Leases in the conduct of their businesses at the Land and the Property); and (iii) no underground storage tanks are currently located on Seller has not received any written notification from any governmental authority as to any violations of or in the Real Property or failure to comply with any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Environmental Law with respect to the Property Land or any portion thereof is pending or threatenedthe 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, (v) except with the same force and effect as disclosed on Exhibit “E” there is not currently andif made on, and as of, such date, subject to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Seller’s right to update such representations and Indemnitor’s knowledgewarranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(g) 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, never Seller has been not made, and Purchaser has not relied on, any moldinformation, fungal promise, representation or other microbial growth in warranty, express or on implied, regarding the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the moldwhether made by Seller, fungal or microbial growthon behalf of Seller, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environmentotherwise, including, without limitation, microbial the physical condition of the Property, the financial condition of the tenants under the Leases, title to or fungal matter the boundaries of the Property, pest control matters, soil conditions, the presence, existence or moldabsence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), ruleszoning laws, regulations and orders, regulatingstructural and other engineering characteristics, relating traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants under the Leases or the Property, and any other information pertaining to the Property or imposing liability the market and physical environments in which the Property are located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or standards that of conduct concerning any Hazardous Materials or Purchaser’s own consultants and representatives with respect to the physical, environmental, health economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or safety compliance warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (collectivelyor 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, “Environmental Requirements”)with all faults,” on the Closing Date. As used in The provisions of this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingparagraph shall survive the Closing until the expiration of any applicable statute of limitations.

Environmental. With respect to environmental mattersExcept as set forth on Schedule 2.9, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do would not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in any Seller or the Real Property incurring material liability under any applicable Environmental Law (as defined below), (a) each Seller is and has been in compliance in all material respects during the last five (5) years from the date hereof with all Environmental Laws applicable to the Business, the Purchased Assets, and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all permits, licenses or material costs other authorizations required by Environmental Law for the operation of the Business or expenses use of the Real Property, (b) no claims are pending or, to remediate Seller’s Knowledge, threatened against any Seller, the moldBusiness, fungal the Purchased Assets or microbial growththe Real Property alleging a violation of, or liability under, Environmental Laws, (c) to remedy such Seller’s Knowledge, there are no conditions resulting from the operations of the Business or existing at or resulting from the Purchased Assets or any Real Property that could would reasonably be expected to result in such growththe owner or operator of the Business or the Real Property incurring material liability under Environmental Laws, (d) to Seller’s Knowledge, there has been no release by any Seller of Hazardous Materials on, at, or under any Real Property, (e) there is no pending or, to Seller’s Knowledge, threatened Action by any Person arising from or related to electromagnetic spectrum pollution or emissions generated by or originating from the Stations or otherwise related to the operation of the Business by Sellers, (f) to Seller’s Knowledge, the operations of the Business do not materially exceed the permissible levels of exposure to RF radiation specified in the Communications Laws or under Environmental Laws, (g) during the last five (5) years from the date hereof, no Seller has received any written request for information, notice of violation or other communication from any Governmental Entity or third party alleging a violation of or liability under any Environmental Law, and (vih) except as disclosed on Exhibit Eeach Seller has made available, there are no reports or will make available prior to Closing, to Buyer copies of all material non-privileged environmental assessments, audits, investigations or other documentation regarding similar environmental reports relating to the environmental condition of Business, the Purchased Assets or the Real Property that are in the possession of such Seller and that have been obtained in the last five (5) years. For purposes of this Agreement, the following terms have the following meanings: (i) “Environmental Law” shall mean any and all federal, state or Seller’s Affiliateslocal laws (including common law), consultantsstatutes, contractors rules, regulations, codes, policies, ordinances, orders, injunctions and directives, in effect on or agents. As used in this Contractprior to the Closing Date: “(a) related to releases or threatened releases of, or exposure to, any Hazardous Materials” means ; (1b) “governing the use, treatment, storage, disposal, transport or handling of Hazardous Materials; or (c) related to pollution or the protection of the Environment or human or worker health and safety (with respect to management of or exposure to hazardous wastes” as defined by substances). Such Environmental Laws include, without limitation, the following federal laws: the Resource Conservation and Recovery Act of 1976Act, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (42 U.S.C. 9601 et seq.)Act, the Emergency Planning & Community Right-to-Know Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Occupational Health and Safety Act, as amended by the Superfund Amendment it relates to management of or exposure to hazardous substances, and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act.; (ii) “Hazardous Materials” shall mean (A) all chemicals, materials, substances or wastes classified, characterized or regulated as amended from time to time (“TSCA”)hazardous,” “toxic,” “pollutant” or “contaminant,” or words of similar meaning, defined, listed, classified, regulated or prohibited under any Environmental Law, (4B) all petrochemical or petroleum products or oil, and (C) any other chemical, material, substance, emission or media exposure to which may be harmful to human health or is prohibited, limited or regulated by any Environmental Law; and (iii) “hazardous materialsEnvironment” as defined by the Hazardous Materials Transportation Actshall mean surface waters, as amended from time to time (“HMTA”)ground waters, (5) asbestossurface water sediment, oil or soil, subsurface strata, buildings, indoor air, ambient air and other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingmedium.

Environmental. With respect Borrower covenants and represents to environmental mattersLender that, to Seller’s and Indemnitor’s knowledge and except as described may be actually disclosed in Exhibit “E,” the Environmental Report, (i) there has been no Release Hazardous Substances are now, or threat have ever been, located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of Release of Hazardous Materials in, onupon, under, toover or from the Premises in a manner that may give rise to any actual or potential liability to pay response costs or other damages, from losses or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, expenses or otherwise violate any Environmental Laws; (ii) no portion of Hazardous Substances are currently located, stored or used at the Property is being used for the treatmentPremises, storage, disposal or other handling of except with respect to such Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of Substances which are (A) customarily located, stored on or used in shopping centers similar to the Property Premises, or (B) unique and necessary to a tenant's business located in strict accordance the Premises, provided that such Hazardous Substances described in clause (ii)(A) or (ii)(B) are at all times stored, located and used in compliance with applicable all Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Laws; (iii) no Hazardous Substances have been discharged, released or emitted, upon or from the Premises into the environment, and no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Premises into the environment, which discharge, release or emission, in either case, would subject the owner of the Premises to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) the Premises have not ever been used as or for a mine, a landfill, a dump or other disposal facility, or a gasoline service station; (v) no underground storage tanks are currently tank is now located on or in the Real Property or any portion thereofPremises or, (iv) no environmental investigationif previously located therein, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never each such tank has been removed therefrom in compliance with all applicable Environmental Laws and any mold, fungal or other microbial growth clean-up of the surrounding soil in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and connection therewith has been completed; (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil ACM, materials containing urea-formaldehyde, or other petroleum productstransformers, radioactive materialscapacitors, urea formaldehyde foam insulation, radon gas and transformers ballasts or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or contain PCBs are located about the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Premises;

Environmental. With respect (a) Prior to the execution of this Agreement, Sellers have provided to Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to Seller’s and Indemnitor’s knowledge and except the Real Property. (b) Except as described in Exhibit “E,” 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 disclosed on 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 Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on SELLERS' DISCLOSURE SCHEDULE, there have been no Release releases or threat of Release threatened releases of Hazardous Materials ininto the environment, onor which otherwise contribute to Environmental Conditions arising solely from the activities of either Seller, under, to, from or in to the area best of the Real Propertyknowledge of Sellers arising from any other activities, except as disclosed in to the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal extent that such releases or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and threatened releases do not exceed limits permitted under applicable laws, including without limitation constitute a condition of Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect Noncompliance relating to the Property or any portion thereof is pending or threatened, Leaseholds. (ve) except Except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit ESELLERS' DISCLOSURE SCHEDULE, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition 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 best of the Real Property in the possession knowledge of Seller or Seller’s AffiliatesSellers, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive is there any basis for any such Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClaims.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersExcept as set forth in Schedule 4.22: (a) the Companies, the Operating Company, the Bulk Gas Business, the Bulk Assets and the Leased Real Property are in compliance with all Environmental Laws; (b) each of the Sellers, each of the Companies and the Operating Company has obtained and is in compliance with all Environmental Permits necessary for the operation of the Bulk Gas Business as currently conducted by it, and there are no pending, or, to Seller’s and Indemnitor’s the knowledge and except as described in Exhibit “E,” of the Sellers, threatened Actions or Orders to revoke or limit any such Environmental Permits; (ic) there has been are no Release currently existing conditions, facts or threat circumstances that would reasonably be likely to cause any Environmental Permit to be revoked or adversely revised, other than the expiry of Release such Environmental Permits in due course and there are no currently existing conditions, facts or circumstances that would reasonably be likely to prevent the renewal or replacement of Hazardous Materials insuch Environmental Permits on reasonable terms; (d) there are no pending Actions or Orders arising under or pursuant to any Environmental Law relating to the operation of the Bulk Gas Business, and, to the knowledge of the Sellers, no such Action or Order is threatened by any Governmental Body or private party; (e) there is no Condition on, under, to, from under or in about the area of the Owned Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of Leased Real Property or the Property real property that is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in subject to the Real Property Leases for which there is a legal obligation to perform any Remediation; (f) all material environmental investigation and/or assessment reports relating to the Owned Real Property, the Leased Real Property or real property that is subject to the Real Property Leases that have been issued after January 1, 2005 and that are in the possession or control of either of the Sellers, any of the Companies, the Operating Company or any portion thereof, of their respective Affiliates have been made available either to the Purchaser or its agents or representatives; and (ivg) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement this Section 4.22 is the exclusive representation and warranty of the Sellers with respect to the Property or Environmental Laws, Environmental Liabilities, Environmental Permits and any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqmatters related thereto.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersExcept as disclosed in Section 11.17 of the Disclosure Schedule, to Seller’s CET or its subsidiaries have never owned or operated any real property except for leased office space: (a) To the Best Knowledge of CET, no real property (or the subsurface soil and Indemnitor’s knowledge and except the ground water thereunder) now or previously leased by CET (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of CET, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) CET is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) CET has not received any written notice and has no knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of CET, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. CET further agrees and covenants that CET will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to CET's Best Knowledge, threatened, against CET, and CET knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to CET's compliance with environmental laws, regulations, rules, regulations guidelines and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingordinances.

Environmental. With (a) To the best of Seller’s knowledge, Seller is in compliance in all respects with all Environmental Laws. A description of any outstanding notice, citation, inquiry or complaint which Seller has received of any alleged violation of any Environmental Law or Environmental Permit relating to the Business or the Purchased Assets is contained in Schedule 4.19(a). (As used in the preceding sentence, the term “outstanding” refers to any notice, citation, inquiry or complaint that pertains to a matter that has not been corrected or otherwise resolved.) To the best of Seller’s knowledge, Seller possesses all Environmental Permits which are currently required for the operation of the Business. All Environmental Permits issued to Seller with respect to environmental matters, to Seller’s the Purchased Assets or conduct of the Business are listed in Schedule 4.19(a) and Indemnitor’s knowledge and except as described Seller is in Exhibit “E,” compliance in all material respects with the provisions of all such Environmental Permits. (i) There has been no generation, storage, disposal, treatment or transportation of any Hazardous Materials (as herein defined) at the ▇▇▇▇▇▇ Facility or at or to any Offsite Facility by or on behalf of Seller in violation of, or which could give rise to any liability or obligation of Seller under, any Environmental Laws; and (ii) there has been no Release or threat (as herein defined) by Seller or, to the best of Release Seller’s knowledge, by any other party, at the ▇▇▇▇▇▇ Facility. (c) Schedule 4.19(c) sets forth a complete list of all (i) Offsite Facilities to which Seller has sent Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, Materials; (ii) no portion of Containers (as herein defined) that are now present at, or have been removed from, the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, ▇▇▇▇▇▇ Facility; and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or locations of PCB’s and/or asbestos at the ▇▇▇▇▇▇ Facility. All Containers which have been removed from the ▇▇▇▇▇▇ Facility have been removed in accordance with all applicable Environmental Laws. (d) For the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition purposes of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Agreement:

Environmental. With respect Except as disclosed in writing to Buyer, (i) Seller has complied with all material federal, state and local environmental matterslaws, rules and regulations applicable to the Property and the use of the Property has complied with all material federal, state and local environmental laws, rules and regulations applicable to the Property and Seller’s use of the Property; (ii) Seller has obtained and complied with all necessary environmental permits; (iii) to Seller’s knowledge, the Property has not been used to generate, use, store, transport or dispose of any hazardous materials, as defined by applicable laws, except in each case in compliance with all applicable environmental laws, rules and Indemnitorregulations; (iv) to Seller’s knowledge and except as described in Exhibit “E,” (i) knowledge, there has been no Release not occurred any material spills, releases or threat threatened releases of Release of Hazardous Materials in, on, under, to, from or in hazardous materials on the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceincluding releases or threatened releases that affected any adjacent parcels of land; (v) to Seller’s knowledge, (ii) no portion of the Property is being used for the treatmentall garbage, storagewastes, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning suppliesrefuse, equipment maintenance supplies, and chlorine byproducts and other chemicals for the swimming poolpotential contaminants produced, all of which are used or stored on the Property have been disposed of by properly licensed waste removal companies, or other third parties or governmental authorities, in strict accordance compliance with all requirements applicable Environmental Requirements and do not exceed limits permitted to Seller under applicable environmental laws, rules and regulations regulating such activities; (vi) to the knowledge of the Seller the Property (including without limitation Environmental Requirementsthe soil, subsoil and groundwater at or under the Property) does not contain any hazardous materials in amounts which could require any clean-up or remediation expenses or liabilities not covered by insurance; (iiivii) to the knowledge of the Seller there are no unregistered underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within under the Property that could reasonably are required to be expected to result in material liability registered under any applicable environmental laws, rules or material costs regulations; (viii) no notice has been received by Seller identifying Seller as a “potentially responsible party” or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by requesting information under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.)) or any other environmental law, as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time rule or regulation, with respect to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Actany current investigation, as amended from time to time (“TSCA”)suit, (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil proceeding or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) regulatory activity of any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by applicable federal, state and or local environmental laws agency concerning the Property; (includingix) to Seller’s knowledge, without limitationthere are no investigations, RCRAsuits, CERCLAadministrative actions, TSCAdemands, HMTA)claims, ruleshearings or proceedings concerning the Property alleging the violation of any environmental laws, regulations rules or regulations; and (x) to Seller’s knowledge, there are no consent decrees, orders, regulatingjudgments or agreements with any federal, relating state or local environmental agencies in effect that materially restrict the use of the Property, except in each case for violations of or exceptions to the foregoing which in the aggregate do not or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingwould not reasonably be expected to cause a material adverse effect on the Property.

Environmental. With respect to environmental matters(a) The Company and each of its subsidiaries is, and since July 1, 2013, has been, in compliance in all material respects with all applicable Environmental Laws. (b) The Company and its subsidiaries have duly obtained, maintain, and are in compliance, in all material respects with, all material Approvals required under applicable Environmental Laws, and all such Approvals are valid and in good standing, and there is no action pending or, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area Knowledge of the Real PropertyCompany, except as disclosed in threatened to revoke, cancel, modify, suspend or terminate any such Approval. (c) Neither the reports Company nor any of its subsidiaries has received any notice of any Order relating to or arising under Environmental Laws that is outstanding or unresolved and documents set forth on Exhibit E attached hereto and incorporated herein by referencethere is no pending or, (ii) no portion to the Knowledge of the Property is being used for the treatmentCompany, storage, disposal threatened Action relating to any actual or other handling alleged material violation of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable material liability under Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on Laws or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatenedRelease, (v) except as disclosed on Exhibit “E” there is not currently anddisposal, to Seller’s and Indemnitor’s knowledgetransportation, never has been any moldspill, fungal cleanup, investigation or other microbial growth discard of Hazardous Materials. (d) Neither the Company nor its subsidiaries has Released or arranged for the disposal or treatment of any Hazardous Materials in or on the Property, or existing conditions within the Property a manner that could would reasonably be expected to result in give rise to material liability liabilities pursuant to any applicable Environmental Law. (e) To the Knowledge of the Company, there is not on, in, under or material costs from any Company Real Property: (i) any leaking underground storage tanks; (ii) any asbestos-containing materials or expenses lead-based paint that must be removed or abated under applicable Environmental Laws; (iii) any landfills, dumps or surface impoundments used to remediate the mold, fungal treat or microbial growth, dispose of Hazardous Materials; or to remedy such conditions (iv) any other Hazardous Material that could would reasonably be expected to result give rise to material liabilities pursuant to any applicable Environmental Law. (f) The Company and each of its subsidiaries has made available to Parent copies of all material environmental assessments, environmental reports, environmental audits and other material environmental documents in such growthits possession or under its reasonable control related to any non-compliance by the Company or its subsidiaries, and (vi) except as disclosed on Exhibit Ein any material respect, there are no reports since July 1, 2013 or other documentation regarding that is currently outstanding or unresolved with Environmental Laws or the environmental condition of any real property that the Real Property in the possession of Seller Company or Seller’s Affiliatesits subsidiaries currently or formerly have owned, consultants, contractors operated or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqleased.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersExcept as set forTH ON SCHEDULe 5.11 and without in any manner limiting any other representations and warranties set forth in this Agreement: (a) To Seller's Knowledge after Reasonable Inquiry, to neither Seller’s and Indemnitor’s knowledge and except as described , nor the Acquisition Assets is in Exhibit “E,” violation of, or is in non-compliance with, any Environmental Laws in connection with the ownership, use, maintenance, operation of, or conduct of the Business, Transferred Programs or any Acquisition Asset. (b) Without in any manner limiting the generality of (a) above: (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real PropertyTo Seller's Knowledge after Reasonable Inquiry, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance compliance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws Laws (including, without limitation, RCRA, CERCLA, TSCA, HMTAby obtaining necessary Permits), rulesno Materials of Environmental Concern have been used, regulations generated, extracted, mined, beneficiated, manufactured, stored, treated, or disposed of, or in any other way released (and ordersno release is threatened), regulatingon, under or about any Acquisition Assets or transferred or transported to or from any Acquisition Assets, and no Materials of Environmental Concern have been generated, manufactured, stored, treated or disposed of, or in any other way released (and no release is threatened), on, under, about or from any property adjacent to any Acquisition Assets; (ii) To Seller's Knowledge after Reasonable Inquiry, Seller is not, as a result of the operation or condition of the Business, the Transferred Programs, the Acquisition Assets, subject to any: (a) contingent liability in connection with any release or threatened release of any Materials of Environmental Concern into the environment whether on or off any Acquisition Assets; (b) reclamation, decontamination or remediation requirements under Environmental Laws, or any reporting requirements related thereto; or (c) consent order, compliance order or administrative order relating to or issued under any Environmental Law; (iii) To the Seller's Knowledge after Reasonable Inquiry, there are no Environmental Claims pending or, threatened against Seller, the Transferred Programs or any of the Acquisition Assets; (iv) Seller and all of the Acquisition Assets have all Permits necessary to comply with all Environmental Laws and have made all capital improvements necessary for compliance with all Environmental Laws (including, without limitation, for compliance with all Permits), and operation of Seller's Business, the Transferred Programs and each Acquisition Asset is in compliance in all material respects with all terms and conditions of such required Permits; (v) To Seller's Knowledge after Reasonable Inquiry, there are no, nor have there ever been any, storage tanks or solid waste management units (not exempt from permit requirements) located on or under any Acquisition Assets of Seller, and there are no Materials of Environmental Concern in, under or on any Acquisition Assets in an amount exceeding naturally occurring background levels for such geographic area or which would require reporting to any Governmental Authority or remediation to comply with the most stringent applicable requirements of Environmental Laws; (vi) To Seller's Knowledge after Reasonable Inquiry, none of the off-site locations where Materials of Environmental Concern generated from any Acquisition Assets or for which Seller has arranged for treatment, storage, or disposal has been nominated or identified as a facility requiring remediation which is subject to an existing or potential claim under Environmental Laws; (vii) Seller has not been named as a potentially responsible party under, and no Acquisition Asset, to Seller's Knowledge after Reasonable Inquiry, has been nominated or identified as a facility which is subject to an existing or potential claim under CERCLA or similar Environmental Laws, and no Acquisition Asset is subject to any lien arising under Environmental Laws; (viii) Seller has not received any notice of any release or threatened release of Materials of Environmental Concern, or of any violation of, noncompliance with, or remedial obligation under, Environmental Laws or Permits, relating to the ownership, use, maintenance, operation of the Business, the Acquisition Assets or imposing liability the Transferred Programs, nor has Seller voluntarily undertaken remediation or standards other decontamination or cleanup of conduct concerning any Hazardous Materials facility or environmentalsite in the last five (5) years or entered into any agreement for the payment of costs associated with such activity; (ix) Seller is not aware of any requirement of any Environmental Laws that will require future compliance costs on the part of Seller in excess of $10,000 above costs currently expended in the ordinary course of business; (x) Seller has filed all notices, health notices of intent, notifications, financial security, waste managements plans, waste generation reports, Form R and chemical inventory reports, or safety compliance other applications and documents which are required to be obtained or filed by Seller for the lawful operation of the Business or the Transferred Programs or the use or operation of any Acquisition Asset; and (collectivelyxi) To Seller's Knowledge after Reasonable Inquiry, “no current Acquisition Asset contains any asbestos containing materials or polychlorintated biphenyls in any form nor any wetland areas or other land subject to restricted development under Environmental Requirements”). As used in this Contract: “Release” means spillingLaws. (c) No improvements or alterations have been made to any Acquisition Asset without a Permit where one was required, leakingnor is there any unfulfilled order directive of any applicable Governmental Authority or casualty insurance company that any work of investigation, pumpingremediation, pouringrepair, emittingmaintenance or improvement required to be performed on the Acquisition Asset; (d) With regard to any Acquisition Asset, emptying, discharging, injecting, escaping, leaching, dumping there is no unfulfilled requirement that any environmental impact statement (or disposing.similar document) be prepared by or filed with any Governmental Authority to evaluate its impact on the environment; and

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (a) (i) there has been Keep any property either owned or operated by the Borrowers or their Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and (ii) comply with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests; provided, however, that no Release Borrower or threat of Release of Hazardous Materials inSubsidiary thereof shall be deemed to have breached this Section 5.10 to the extent that any failures to comply with the requirements specified in clause (i) or (ii) above, on, under, to, from either individually or in the area of the Real Propertyaggregate, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplieshave not resulted in, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do could not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability in, a Material Adverse Change. If the Company or material costs or expenses to remediate the mold, fungal or microbial growthany of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Company or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Borrower agrees to remedy such conditions that undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Change. (b) At the written request of Agent or Required Term Lenders’ Advisors, which request shall specify in reasonable detail the basis therefor, at any time after the occurrence of an Event of Default, a breach by any Borrower of an environmental provision of this Agreement, or any other matter that requires the giving of notice under clauses (n) through (r) on Schedule 5.1, the Borrowers will provide, at their sole cost and expense, an environmental site assessment report concerning any Real Property, prepared by an environmental consulting firm reasonably approved by Agent, addressing the matters which gave rise to such growthrequest, or after the occurrence of an Event of Default any other environmental issues, and (vi) except as disclosed on Exhibit Eestimating the potential costs of any Remedial Action in connection with any such matter. If any Borrower fails to provide the same within 45 days after such request was made, there are no reports or other documentation regarding Agent may order the environmental condition of same, and the Borrowers shall grant and hereby do grant, to Agent, access to such Real Property in and specifically grant Agent an irrevocable non-exclusive license, subject to the possession right of Seller tenants, to undertake such an assessment, all at the Borrowers’ joint and several expense. In addition, at any time upon the reasonable written request of Agent or Seller’s AffiliatesRequired Term Lenders’ Advisors, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined the Borrowers shall make reasonably available for review by the Resource Conservation Agent any environmental review reports to the extent previously prepared and Recovery Act available to any Borrower or any of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqits Subsidiaries.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) Each of the Company and its Subsidiaries is and has for the past five (5) years been in material compliance with all applicable Environmental Laws. None of the Company, any of its Subsidiaries or any of its or their officers has received during the past five (5) years any communication or complaint from a Governmental Entity or other Person alleging that the Company or any of its Subsidiaries has any material liability under any applicable Environmental Law or is not in material compliance with any applicable Environmental Law. (ii) Except with respect to matters that have been settled or resolved prior to Closing (to the extent settled or resolved), and matters set forth on Section 5P of the Company Disclosure Letter, there is and has been no Release or threat of threatened Release of Hazardous Materials in, on, under, to, from Substances for which the Company would have liability or in the area responsibility pursuant to applicable Environmental Law nor any obligation of the Company to perform any notification, investigation, clean-up or corrective action of any kind relating thereto, in connection with the conduct or the Business or on or from any properties (including any buildings, structures, improvements, soils and surface, subsurface and ground waters thereof) currently or formerly owned, leased or operated by or for the Company or any of its Subsidiaries or any predecessor company, at any location to which the Company or any of its Subsidiaries or any predecessor company has disposed of or arranged for the disposal of any Hazardous Substances or at any other location with respect to which the Company or any of its Subsidiaries or any predecessor company would be liable for investigation, clean-up or corrective action pursuant to applicable Environmental Law. No underground storage tank or water, gas or oil well, is located on any Owned Real Property, except as disclosed in or to the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion Knowledge of the Property Company is being used for the treatmentlocated on any Leased Real Property. There are no past or present actions, storageactivities, disposal circumstances, conditions, events or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsincidents, including without limitation the Release of Hazardous Substances, that could form the basis for assertion of liability under Environmental RequirementsLaws against Sellers, (iii) no underground storage tanks are currently located on or in Buyer, the Real Property Company or any portion thereofof its Subsidiaries, (iv) the Business or any property used therein or against any predecessor. There is no environmental investigationpending or, administrative orderto the Knowledge of the Company, notificationthreatened investigation by any Governmental Entity, consent ordernor any pending or, litigationto the Knowledge of the Company, claim, judgment or settlement threatened Action with respect to the Property Company or any portion thereof of its Subsidiaries, the Business or any property used therein or against any predecessor, relating to Hazardous Substances or otherwise under any Environmental Law. (iii) Section 5P of the Company Disclosure Letter sets forth a complete list of all Environmental Permits that are required with respect to the occupation of the properties and the operations of the Business of the Company and its Subsidiaries. Each of the Company and its Subsidiaries holds all Environmental Permits that are required with respect to the occupation of the properties and the operations of the Business of the Company and its Subsidiaries, and is and has for the past five (5) years been in material compliance therewith. All such Environmental Permits are in full force and effect, and to the Knowledge of the Company, no Action, revocation proceeding, amendment procedure, writ, injunction or claim is pending or threatenedthreatened concerning any such Environmental Permits. (iv) Except as set forth in the Leased Real Property Leases, neither the Company nor any Subsidiary has agreed to assume, undertake or provide indemnification for any liability of any other Person under Environmental Laws, including without limitation any obligation for any response action. (v) except as disclosed 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 Entity or other Person pursuant to any applicable “transaction-triggered” Environmental Law or any Environmental Permit or (ii) subject any Environmental Permit to suspension, cancellation, modification, revocation or nonrenewal. (vi) No environmental activity or use deed restrictions have been imposed on Exhibit “E” the current Owned Real Property or to the Knowledge of the Company on the Leased Real Property in connection with any liability or potential liability arising from or related to Environmental Laws, and to the Knowledge of the Company, there is not currently andno Action, to Seller’s and Indemnitor’s knowledgeproceeding, never has been any moldwrit, fungal injunction or other microbial growth in claim pending or on the Property, or existing conditions within the Property that could threatened which would reasonably be expected to result in material liability the imposition of any such restriction. (vii) The Company and its Subsidiaries have provided to the Buyer all “Phase I,” “Phase II” or material costs other environmental assessment or expenses to remediate the mold, fungal or microbial growth, compliance audit reports in their possession or to remedy such conditions that could reasonably be expected to result in such growthwhich they have reasonable access addressing locations ever owned, and (vi) except as disclosed on Exhibit E, there are no reports operated or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined leased by the Resource Conservation and Recovery Act Company or any of 1976its Subsidiaries or any predecessor company at which the Company or any of its Subsidiaries or any predecessor actually, as amended from time to time potentially or allegedly may have liability under any Environmental Law. (“RCRA”), (2viii) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act For purposes of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Agreement:

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except (a) Except as described may be set forth in Exhibit “E,” Schedule 5.17: (i) there has been no Release The Sellers and the UK Subsidiaries are conducting and have at all times conducted the Business and operations in material compliance with all applicable statutes, laws, rules, regulations, ordinances, permits, orders, decrees or threat of Release of Hazardous Materials inother obligations lawfully imposed by any governmental authority, onforeign or domestic, under, to, from or in effect at the area relevant times pertaining to protection of the Real Propertyenvironment, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, emission and discharge of gaseous, particulate and effluent pollutants and the generation, manufacture, production, refinement, processing, use, handling, storage, treatment, removal, transport, transloading, cleanup, decontamination, discharge and disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning suppliesSubstances (as hereinafter defined), equipment maintenance suppliesincluding, and chlorine and other chemicals for the swimming poolwithout limitation, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable those statutes, laws, including without limitation rules and regulations set forth below (collectively, “Environmental RequirementsLaws”), (iii) and, to Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, no underground storage tanks proceedings are currently located on pending or in threatened against the Real Property Sellers or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement the UK Subsidiaries with respect to the Property foregoing matters; (ii) Sellers have not received any written notice that they are considered to be a potentially responsible party with respect to any site listed or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, proposed to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or be listed on the Property, or existing conditions within the Property that could reasonably be expected National Priorities List pursuant to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (1980, as amended, 42 U.S.C. 9601 Sections 9601, et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time . (“CERCLA”), or any registry or inventory of hazardous waste or similar sites maintained by any state of the United States of America or under any similar Environmental Law, and to Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, they will not be so named; (iii) To Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, there are no conditions (including, without limitation, the presence of any Hazardous Substance in, on or about any such property or the migration of any Hazardous Substance from or across any such property) existing on any of the properties currently or formerly owned, leased, or occupied by the Sellers or the UK Subsidiaries that require remedial action, removal or closure by the Sellers or the UK Subsidiaries under any Environmental Laws; (iv) No claim, demand, or action has been made and to Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, no claim, demand or action is threatened against or upon the Sellers, UK Subsidiaries or any person or entity from whom or to whom the Sellers and the UK Subsidiaries have at any time leased any real property, based upon or relating to alleged damage to health caused by any Hazardous Substance, and to Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, no such claim, demand or action will be made or taken; (v) Neither the Sellers nor the UK Subsidiaries have not been charged in writing with improperly generating, manufacturing, producing, refining, processing, using, handling, storing, treating, removing, transporting, discharging or disposing a Hazardous Substance, and to Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, no such charge is pending; and (3vi) To Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, there have been no environmental inspections, investigations, studies, tests, reviews or other analyses conducted in relation to any property currently or formerly owned or leased by the Sellers or the UK Subsidiaries during the time that the Sellers or the UK Subsidiaries have owned or leased such property, and to Sellers’ Knowledge and the UK Subsidiaries’ Knowledge, none are pending. (b) For purposes of this Agreement, “Hazardous Substance” will mean (x) any flammable, ignitable, corrosive, reactive, radioactive or explosive substance or material, hazardous waste, toxic substance or related material, (y) any other substance or material defined or designated as a hazardous or toxic substance, material or waste by applicable federal, state or local laws or regulations (including, without limitation, any Environmental Laws) currently in effect, and (z) such other substances, materials and wastes that are regulated under applicable federal, state or local laws or regulations, and will include, without limitation: (i) those substances included within the definitions of “hazardous substances”, “hazardous materials”, “toxic substances” as defined by or “solid waste” in CERCLA, the Toxic Substances Control Resource Conservation and Recovery Act, as amended from time to time (“TSCA”)42 U.S.C. Sections 6901 et seq., (4) “hazardous materials” as defined by and the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., and in the regulations promulgated pursuant to said Environmental Laws; (ii) those substances listed in the United States Department of Transportation Table (49 CFR 172,101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as amended from time to time hazardous substances (“HMTA”40 CFR Part 302 and amendments thereto); and (iii) any material, waste or substance that is, in whole or in part, (5w) petroleum, (x) asbestos, oil (y) polychlorinated biphenyls or (z) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), or Section 112 or other petroleum productsSection of the Clean Air Act, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingas amended.

Environmental. With respect (a) Landlord and Tenant acknowledge that there are environmental conditions at, near or affecting the Property for which Landlord or one of its affiliates is currently performing investigation, remediation or other response actions (collectively, "Remediation"). Landlord covenants and agrees that Remediation is being and will continue to be performed pursuant to and in compliance with applicable federal, state, county and municipal laws, rules, regulations, orders, permits and directives relating to human health or the environment ("Environmental Laws"), and the performance of Remediation does not and will not have an adverse effect on the Premises or unreasonably interfere with the Tenant's use and/or operation thereat. Landlord will retain full responsibility for any violations of Environmental Laws and Remediation required now or in the future relating to environmental mattersconditions (including, but not limited to responsibility for any fines and penalties) unless environmental conditions or violations or Remediation results from Tenant's activities. (b) In addition to indemnifications in Section 14 of this Lease and in the Asset Purchase Agreement between ▇▇▇▇▇▇▇▇▇ Semiconductor Corporation, as Buyer, and National Semiconductor Corporation, as Seller’s , dated as of the date hereof ("Purchase Agreement"), Landlord agrees to indemnify, defend and Indemnitor’s knowledge hold Tenant harmless from and except as described against any and all actions, demands, claims, losses, damages, costs and liabilities and expenses (including, without limitation, reasonable attorney's fees) (collectively, "Claims") asserted against, imposed upon or incurred by Tenant which arise out of, result from or in Exhibit “E,” any way relate to (i) there has been no Release or threat of Release of Hazardous Materials inany environmental conditions existing at, on, under, to, about or migrating to or from or in the area Premises as of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencecommencement of this Lease, (ii) no portion Landlord's performance of Remediation (whether performed or required to be performed before or after the commencement of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental RequirementsLease), (iii) no underground storage tanks are currently located on any violation of Environmental Law prior to the date of this Lease, (including, without limitation, any violation relating to the Remediation, the Premises or in the Real Property or any portion thereofLandlord's activities thereat), and (iv) no environmental investigationconditions or violations of Environmental Laws not caused by Tenant's activities, administrative orderregardless of when such violations occur or conditions arise. Landlord agrees to respond on Tenant's behalf to such Claims or, notificationat Tenant's election, consent orderto pay the costs of Tenant's response. In the event that Landlord fails to comply with the obligations of this Section, litigationTenant, claim, judgment or settlement with respect at its sole discretion and notwithstanding anything to the Property contrary, shall have the option to terminate this Lease. (c) Landlord hereby waives and releases Tenant from any and all claims, known and unknown, foreseen or any portion thereof is pending unforeseen, which exist or threatenedmay arise under common or statutory environmental law, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended ("CERCLA") or any other statutes now or hereafter in effect, except for those matters for which Tenant is obligated to indemnify Landlord under this Lease. (d) Tenant covenants and agrees to defend, indemnify and hold Landlord harmless from time and against any and all Claims that are asserted against or incurred by Landlord or the Premises to time the extent such Claims relate to or arise out of any environmental condition caused by Tenant's activities at the Premises, or Tenant's violation of any Environmental Law, (“TSCA”which violation was not in existence prior to the date hereof), provided, however, that Tenant shall not be obligated to indemnify Landlord for any Claim for which Landlord is required to indemnify Tenant under this Lease. (4e) “Tenant shall not use, store or bring upon the Premises any chemicals or toxic or hazardous materials” as defined by materials or substances of an type, without the Hazardous Materials Transportation Actprior written consent of Landlord, which may be granted or denied in its sole and absolute discretion. Notwithstanding the foregoing, Tenant may, without obtaining such consent, use, store and bring upon the Premises incidental amounts of (i) those chemicals that, as amended from time to time (“HMTA”)of the date hereof, (5) asbestosTenant was using or storing at the Premises in connection with the uses of the Premises permitted by this Lease, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6ii) any substance whose presence is detrimental other chemicals as become necessary or hazardous desirable for Tenant to health or continue to use the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards Premises as permitted herein in the ordinary course of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingits business.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except Except as described in Exhibit “E,” Schedule 3.27: (a) none of the Vendors nor the Corporation have received any notice of non-compliance with or remediation obligation under Environmental Laws that would have a Material Adverse Consequence to the Business; (b) the Corporation has not received any written notice alleging that any of the buildings on the Leased Real Property constitute a nuisance or trespass; (c) the Corporation has not received any written notice of any non-compliance by the Business from any Governmental Entity issued pursuant to any Environmental Laws which remain outstanding; (d) none of the Northridge Assets and Woodhurst Assets nor any other real or immovable property at any time owned the Corporation is listed on the federal CERCLIS or National Priorities List; (e) to the knowledge of the Vendors there are no underground tanks or containers or piping connected thereto located on, buried in, or which have been previously removed by the Corporation from the Leased Real Property; (f) Hazardous Materials used in the Business are used, documented, stored, treated, transported and disposed of by the Corporation in compliance with all Environmental Laws in all material respects; (g) during the Corporation's possession of the Leased Real Property, none of the Leased Real Property is or has been a hazardous treatment, storage or disposal facility as such terms are defined for purposes of RCRA or applicable state law; (h) the Corporation has not received any written notice under Section 104(e) or order under Section 106 of CERCLA, or under similar provisions of a federal, state or local law, with respect to potential liability for off-site disposal of Hazardous Materials. The Purchaser acknowledges that the Vendors have provided to the Purchaser a copy of all environmental audits or studies conducted by, on behalf or at the request of the Corporation; (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in to the area knowledge of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine Vendors all buildings and other chemicals for the swimming pool, all of which are stored structures located on the Leased Real Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning contain any Hazardous Materials or environmental, health or safety in violation of Environmental Laws; (j) the Corporation has not received any written notice of any non-compliance by the Business under the Americans with Disabilities Act; and (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingk) the Corporation has filed all reports and maintained all material records required by the Occupational Safety and Health Act of 1970.

Environmental. With (a) The Vendor, in respect to environmental mattersof the Purchased Business and the Purchased Assets, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release and is in compliance with all applicable federal, provincial, municipal and local laws, statutes, ordinances, by-laws and regulations, and others, directives and decisions rendered by any ministry, department or threat of Release of Hazardous Materials in, on, under, to, from administrative or in regulatory agency ("Environmental Laws") relating to the area protection of the Real Propertyenvironment, except as disclosed in occupational health and safety or the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencemanufacture, (ii) no portion of the Property is being used for the treatmentprocessing, distribution, use, treatments, storage, disposal disposal, transport or other handling of any pollutants, contaminants, chemicals or industrial toxic or hazardous wastes or substances ("Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning suppliesSubstances"). (b) The Vendor has obtained all licences, equipment maintenance suppliespermits, and chlorine approvals, consents, certificates, registration and other chemicals authorizations under Environmental Laws (the "Environmental Permits") required for the swimming pooloperation of the Purchased Business, all of which are stored on described in Schedule 8. Each Environmental Permit is valid, subsisting and in good standing, and the Property Vendor is not in strict accordance default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit. (c) The Vendor, in connection with applicable the Purchased Business, has not used or permitted to be used, except in compliance with all Environmental Requirements and do not exceed limits permitted under applicable lawsLaws, any of its property (including without limitation Environmental Requirementsany of the Leased Property) or facilities to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (iiid) no underground storage tanks are currently No building, structure or improvement located on or in the Real Property or Leased Property is or ever has been insulated with urea formaldehyde insulation, nor do such buildings or structures contain any portion thereofaluminum wiring or friable asbestos or any other substance containing asbestos. (e) The Vendor has never received any notice of or been prosecuted for non-compliance with any Environmental Laws, (iv) nor has the Vendor settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental investigationmatters requiring any work, administrative order, notification, consent order, litigation, claim, judgment repairs or settlement construction or capital expenditures to be made with respect to the Property Purchased Business or the Purchased Assets, nor has the Vendor received notice of any of the same. (f) The Vendor has not caused or permitted, nor does it have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets (including any of the Leased Property) utilized in the Purchased Business, or any portion thereof such release on or from a facility owned or operated by third parties but with respect to which the Vendor in connection with the Purchased Business is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could may reasonably be expected alleged to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, have liability. All Hazardous Substances and (vi) except as disclosed on Exhibit E, there are no reports or all other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As wastes and other materials and substances used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined whole or in part by the Resource Conservation Vendor in connection with the Purchased Business or resulting from the Purchased Business have been disposed of, treated and Recovery Act of 1976, as amended from time to time stored in compliance with all Environmental Laws. (“RCRA”), (2g) “hazardous substances” as defined by The Vendor has not received any notice that the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence Vendor is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by potentially responsible for a federal, state provincial, municipal or local clean-up site or corrective action under any Environmental Laws in connection with the Purchased Business. The Vendor, in connection with the Purchased Business, has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites. (h) The Vendor has delivered to the Purchaser a true and local complete copy of all environmental laws (includingaudits, without limitationevaluations, RCRAassessments, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, studies or tests relating to the Purchased Business or imposing liability or standards Purchased Assets of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingwhich it is aware.

Environmental. With respect Following the execution of this Agreement, at Buyer's ------------- expense, Buyer may engage engineering or environmental assessment firms reasonably acceptable to environmental mattersSeller, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release perform one or threat of Release of Hazardous Materials inmore Phase I, on, under, to, from Phase II or in the area other environmental assessments for any or all of the Real Property, except as disclosed including the Studio Site and the Tower Site (collectively, the "Environmental Assessments"). Seller shall cooperate, and shall use reasonable efforts to ensure that any other person in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion control of any of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsReal Property, including without limitation the Studio Site and the Tower Site, shall also cooperate, with Buyer and such firms in performing such Environmental RequirementsAssessments. The Environmental Assessments shall initially be ordered promptly, but not later than thirty (iii30) no underground storage tanks are currently located on or in days, after the Real Property or 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 portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement follow-up Environmental Assessments need not be ordered within such time. Delivery of the Environmental Assessments to Buyer shall not relieve Seller of any obligation with respect to any representation, 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 Property existence of Environmental Noncompliance (defined as any condition inconsistent with Section 2.15 hereof), Buyer shall have the right to terminate this Agreement, exercisable by giving written notice thereof to Seller within fifteen (15) days of the receipt by Buyer of any Environmental Assessment, or within such longer period as is reasonable in the event further Environmental 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 Closing, and the Closing will otherwise take place in the manner and at the time provided for herein. In the event that the cost of remedying the Environmental Noncompliance will exceed Two Hundred Fifty Thousand Dollars ($250,000), this Agreement shall terminate unless Buyer agrees to be responsible for the remediation costs in excess of Two Hundred Fifty Thousand Dollars ($250,000), in which event the Closing will take place with a reduction of the Purchase Price in the amount of Two Hundred Fifty Thousand Dollars ($250,000) and Buyer shall be responsible for remedying the problem at its sole cost and expense. Nothing in this Section or otherwise in this Agreement shall be construed as creating any third-party beneficiaries or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth rights in or on parties other than the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqparties hereto.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect (a) Each Acquired Company (including any current or former Subsidiaries) is, and for the prior three (3) years (except, as to environmental mattersformer Subsidiaries, only while owned by either Acquired Company) has been, 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, 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 Company’s Knowledge, there is no Action pending or threatened that seeks the revocation, cancellation, suspension or adverse modification of any such 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 Sellerthe Company’s and IndemnitorKnowledge, there is no Action pending or threatened against either Acquired Company regarding any actual or alleged violation by such Acquired Company of, or Liabilities arising under, any applicable Environmental Laws that remains unresolved. There are no material Liabilities existing or, to the Company’s knowledge and except Knowledge, threatened relating to the Business under any Environmental Laws. Except as described set forth in Exhibit “E,” (i) Section 4.22 of the Disclosure Schedules, there has been no Release or threat of Release of any Hazardous Materials in, on, underat, to, under or from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the any Owned Real Property or Leased Real Property during the time owned or leased by either Acquired Company (or any portion thereofof their current or former Subsidiaries) or, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property Company’s Knowledge, prior to the ownership or lease by either Acquired Company (or any portion thereof is pending of their current or threatened, (vformer Subsidiaries) except as disclosed on Exhibit “E” there is not currently andor, to Sellerthe Company’s and IndemnitorKnowledge, 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 knowledgeKnowledge, never any off-site location to which Hazardous Materials generated by either Acquired Company were sent for treatment, recycling, storage or disposal that has been resulted in any mold, fungal material remedial or other microbial growth in corrective action obligation or on the Property, any material Liability of either Acquired Company under any Environmental Law that remains unresolved or existing conditions within the Property that could reasonably be expected to result in any material liability remedial or corrective action obligation or any material costs 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 expenses 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 remediate 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 moldsort 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, fungal or microbial growthLeased Real Property, or to remedy such conditions that could reasonably be expected to result in such growthany property formerly owned, and leased or occupied by the Acquired Company or any of its current or former Subsidiaries. (vic) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used Notwithstanding anything in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by Agreement to the Resource Conservation contrary, the representations and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used warranties set forth in this Contract: “Release” means spillingSection 4.22 are the sole and exclusive representations and warranties with respect to environmental matters, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping including any arising in respect of Environmental Laws or disposingPermits required thereunder.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release Mortgagor represents and warrants, based upon an environmental assessment of the Mortgaged Property and information that Mortgagor knows or threat of Release of Hazardous Materials in, on, under, to, from or should have reasonably known that: except as indicated in the area of the Real Property, except environmental report delivered by Mortgagor to Mortgagee or as otherwise disclosed in writing to Mortgagee at or prior to the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, date hereof: (iia) 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 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 used 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; 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 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 term is defined in the Spill Act) or any hazardous or solid waste disposal facility. (ii) If a lien is filed against the Mortgaged Property pursuant to the Spill Act or any other Environmental Law (other than any such lien which is filed with respect to any state of facts that first come into existence after the Mortgagee or any 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 treatmentforegoing notwithstanding any exculpatory provisions contained in this Mortgage, storage, disposal the Note or the other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Loan Documents. (iii) no underground storage tanks All references herein to executives, departments, funds, statutes, and acts of the State of New Jersey are currently located on not intended to be exclusive and shall be deemed to apply to any successors, replacements, amendments, thereof and any additional statutes, rules, regulations, organizations and persons of a similar nature, whether of the State of New Jersey or in the Real Property or any portion thereof, United State of America. (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthUpon Mortgagee's request, and in all events no later than sixty (vi60) except days prior to "closing, terminating or transferring operations" (as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property such term is defined in the possession of Seller or Seller’s AffiliatesNew Jersey Industrial Site Recovery Act, consultantsSenate No. 1070, contractors or agents. As used in this Contract: “Hazardous Materials” means N.J. Laws 1993, c. 139 (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976effective June 16, as amended from time to time (“RCRA”1993), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.N.J.

Environmental. With respect to environmental matters(a) Except as set forth in Schedule 4.19, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” is not material to the Business or the Transferred Assets: (i) there Seller (solely as it relates to the Business) is in compliance with all applicable Environmental Laws and all Environmental Permits held by Seller. (ii) There has been no Release of any Hazardous Material on any of the Real Property or, during the period of Seller’s ownership, lease, use or threat occupancy thereof, on any property formerly owned, leased, used or occupied by Seller. (iii) There are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any of the Real Property or, during the period of the Seller’s ownership, lease, use or occupancy thereof, on any property formerly owned, leased, used or occupied by the Seller. (iv) The Seller is not conducting, nor has it undertaken or completed, any Remedial Action relating to any Release or threatened Release of any Hazardous Materials inMaterial at the Real Property or at any other site, onlocation or operation relating to the Business, under, to, from either voluntarily or in pursuant to the area order of any Governmental Authority or the requirements of any Environmental Law or Environmental Permit. (v) There is no asbestos or asbestos-containing material on any of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, . (iivi) no portion None of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property is listed or proposed for listing, or adjoins any portion thereofother property that is listed or proposed for listing, on the National Priorities List or CERCLIS or on any analogous federal, state or local list. (ivvii) There are no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment Environmental Claims pending or settlement with respect threatened against Seller (relating to the Property or any portion thereof is pending or threatenedBusiness), (v) except as disclosed on Exhibit “E” and there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property are no circumstances that could can reasonably be expected to result form the basis of any such Environmental Claim, including with respect to any off-site disposal location currently or formerly used by the Seller or any of its predecessors or with respect to previously owned or operated facilities. (viii) The Business can maintain present production levels in compliance with applicable Environmental Laws without a material liability increase in capital or material costs operating expenditures and without modifying any Environmental Permits or expenses obtaining any additional Environmental Permits. (ix) There are no wetlands or any areas subject to remediate any legal requirement or restriction in any way related to wetlands (including requirements or restrictions related to buffer or transition areas or open waters) at or affecting the moldReal Property. (x) The Seller has no actual or alleged liability, fungal whether fixed or microbial growthcontinent, relating to the Business under any Environmental Law. (b) The Seller has provided the Purchaser with copies of (i) any environmental assessment or audit reports or other similar studies or analyses relating to remedy such conditions that could reasonably be expected to result in such growththe Business or the Real Property, and (viii) except as disclosed on Exhibit E, there are no reports or other documentation regarding all insurance policies issued at any time that may provide coverage to the Business for environmental condition matters. (c) Neither the execution of this Agreement nor the consummation of the Real Property in the possession of Seller Transactions will require any Remedial Action or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating notice to or imposing liability consent of any Governmental Authority or standards of conduct concerning third parties pursuant to any Hazardous Materials applicable Environmental Law or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingPermit.

Environmental. With (a) If requested by Horizon, Peoples will cooperate with an environmental consulting firm designated by Horizon that is reasonably acceptable to Peoples (the “Designated Environmental Consultant”) in connection with the conduct, at any time after the date hereof (the “Investigation Period”), by the Designated Environmental Consultant of Phase I environmental site assessments and any other investigation reasonably requested by Horizon on all real property (except single family, non-agricultural residential property of one acre or less) owned or leased by Peoples or any of its Subsidiaries as of the date of this Agreement or acquired thereafter, including OREO. Horizon will proceed with such assessments, testing and investigations as soon as reasonably practicable after the date of this Agreement and will diligently work to pursue such assessments, testing and investigations through completion. Horizon shall furnish true and complete copies of any reports of the Designated Environmental Consultant that it receives with respect to any Peoples property, promptly upon Horizon’s receipt of such reports. Horizon shall be responsible for the costs of the Phase I environmental matterssite assessments, and Horizon and Peoples shall each bear 50% of the costs of any additional environmental investigation or testing as determined to Sellerbe advisable or recommended by the Designated Environmental Consultant. (b) If the Designated Environmental Consultant’s good faith estimate, based upon the results of the Phase I environmental studies and Indemnitorother diligence and investigation conducted by the Designated Environmental Consultant, of the dollar amount, if any, that Peoples and its Subsidiaries would be required to expend due to a violation of applicable Environmental Laws for all of the Peoples properties (the “Environmental Liabilities”) for clean-up and remediation relating to pollutants, contaminants, wastes, toxic substances, petroleum, petroleum products and any other materials regulated under the Environmental Laws with respect to Peoples’ or its Subsidiaries’ owned or leased real properties (including OREO) or any adjoining properties (the “Estimated Clean-Up Costs”, as further adjusted pursuant to this Section 5.11), is in excess of $500,000 (the “Environmental Liability Threshold”), Horizon shall deliver to Peoples (not later than ten (10) business days of its receipt of the Designated Environmental Consultant’s knowledge good faith estimate) a written notice (an “Environmental Cost Notice”) describing the nature of such Environmental Liabilities and except the course of action proposed to be taken by Horizon or its Subsidiaries (if it were to become the owner of such properties as described a result of the Merger) to remediate or otherwise address the environmental problems and providing an estimate of the out of pocket cost of such remediation expected to be incurred (if different from the Estimated Clean-Up Costs). If Peoples disagrees with Horizon’s estimate of the amount of out of pocket costs of such remediation or the course of action proposed by Horizon, Peoples shall deliver to Horizon a written notice of such objection (an “Environmental Cost Objection”) within five (5) business days of Peoples’ receipt of the Environmental Cost Notice. No later than five (5) business days following Horizon’s receipt of an Environmental Cost Objection, one or more members of senior management of Horizon and Peoples having authority to resolve the dispute shall meet (in Exhibit “E,” person or by telephone) and shall negotiate in good faith in an attempt to resolve the difference set forth in the Environmental Cost Objection. Regardless of whether the parties reach a resolution of the dispute within two (2) business days of the first such meeting, subsection (c) shall apply. (c) The Estimated Clean-up Costs shall be deemed to have been established for purposes of this Section 5.11: (i) there has been no Release or threat of Release of Hazardous Materials inif Horizon does not receive an Environmental Cost Objection, on, under, to, from or in the area as of the Real Propertylast date that an Environmental Cost Objection would have been timely under subsection (b) above, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, or (ii) no portion if an Environmental Cost Objection is delivered to Horizon and finally resolved as set forth in subsection (b) hereof or if it remains unresolved under such subsection (in which event the Estimated Clean-Up Costs shall be as set forth in the Environmental Cost Notice), then as of the Property is being used for the treatment, storage, disposal or other handling date of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in such resolution or on the Propertythird business day if unresolved (as the case may be) (as applicable, the “Environmental Costs Determination Date”). Following the establishment of the Estimated Clean-up Costs, if the Estimated Clean-Up Costs are (A) between $500,000 and $2.0 million, then Horizon shall have the right to reduce the Cash Consideration by the Estimated Clean-up Costs, or existing conditions within (B) more than $2.0 million, then Horizon shall have the Property that could reasonably be expected right to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means either (1) “hazardous wastes” as defined reduce the Cash Consideration by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), Estimated Clean-up Costs or (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.terminate this Agreement pursuant to Section 8.01(c)(iv), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used which termination right shall be Horizon’s sole remedy in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingsuch event.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (a) (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or AFN and the AFN Subsidiaries comply and have complied in the area of the Real Property, except all material respects with all applicable Environmental Laws (as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencedefined below), (ii) to the knowledge of AFN, no portion material amount of Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the Property is being properties currently leased, operated or otherwise used for by AFN or the treatmentAFN Subsidiaries (including soils, storagegroundwater, disposal surface water, buildings or other handling of Hazardous Materials structures) during the time period the properties have been leased, operated or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for otherwise used by AFN or the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental RequirementsAFN Subsidiaries, (iii) to the knowledge of AFN, no underground storage tanks are currently located material amount of Hazardous Substances were present at or disposed on or in released or discharged from, onto or under any of the Real Property properties formerly owned, leased, operated or any portion thereofotherwise used by AFN or the AFN Subsidiaries during the period of ownership, lease, operation or use by AFN or the AFN Subsidiaries, (iv) no environmental investigationneither AFN nor any of the AFN Subsidiaries is subject to any material liability or obligation in connection with Hazardous Substances present at any location owned, administrative orderleased, notification, consent order, litigation, claim, judgment operated or settlement with respect to the Property or otherwise used by any portion thereof is pending or threatenedthird party, (v) except as disclosed on Exhibit “E” there is not currently andneither AFN nor any of the AFN Subsidiaries or, to Seller’s and Indemnitor’s knowledgethe knowledge of AFN, never any legal predecessor of AFN or any AFN Subsidiary, has been received any moldwritten notice, fungal demand, letter, claim or request for information alleging that AFN or any of the AFN Subsidiaries is or may be in violation of or liable under any Environmental Law, (vi) neither AFN nor any of the AFN Subsidiaries is subject to any order, decree, injunction or other microbial growth in directive of any Governmental Authority or on is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) to the Propertyknowledge of AFN, there are no circumstances or conditions involving AFN and the AFN Subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries, or existing conditions within any of the Property assets (including real property) or businesses of any predecessors of AFN or the AFN Subsidiaries that could reasonably be expected to result in any material liability damages or material costs liabilities to AFN or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition any of the Real Property AFN Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the possession ownership, use or transfer of Seller any of the assets of AFN or Seller’s Affiliates, consultants, contractors any of the AFN Subsidiaries arising under or agents. pursuant to any applicable Environmental Law. (b) As used in this Contract: Agreement, the term “Hazardous MaterialsEnvironmental Law” means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgment, decree, permit, authorization, opinion, common or decisional law (1including, without limitation, principles of negligence and strict liability) “hazardous wastes” as defined by or agency requirement relating to the Resource Conservation and Recovery Act protection, investigation or restoration of 1976the environment (including, as amended from time to time (“RCRA”)without limitation, (2natural resources) “hazardous substances” as defined by or the Comprehensive Environmental Response, Compensation and Liability Act health or safety of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil human or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environmentliving organisms, including, without limitation, microbial the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards threatened release of conduct concerning any Hazardous Materials Substance or environmentalnoise, health odor, wetlands, pollution, contamination or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping any injury or disposingthreat of injury to persons or property.

Environmental. With respect Except as disclosed in Schedule 6.1.20, (a) no Obligor or any of its Subsidiaries is subject to environmental mattersany civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened proceeding or investigation, which if adversely determined, could reasonably be expected to Seller’s have a Material Adverse Effect, (b) each Obligor and Indemnitor’s knowledge each of its Subsidiaries has all material Permits, registrations and other authorizations required by the Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, except as described where the failure to have same could not reasonably be expected to have a Material Adverse Effect, (c) each Obligor and each of its Subsidiaries currently operates its business and its Real Property Interests in Exhibit “E,” compliance with all applicable Requirements of Environmental Laws, except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect, (id) no Hazardous Materials are stored or disposed of by any Obligor or any of its Subsidiaries or otherwise used by any Obligor or any of its Subsidiaries in material violation of any applicable material Requirements of Environmental Laws (including, without limitation, that there has been no Release or threat of Release of Hazardous Materials inby any Obligor or any of its Subsidiaries at, onon or under any Real Property Interests now or previously owned or, under, to, from or in to the area knowledge of the Borrower, leased by any Obligor or any of its Subsidiaries in violation of any applicable material Requirements of Environmental Laws), (e) to the knowledge of the Borrower (i) all underground storage tanks now or previously located on any Real PropertyProperty Interests owned or leased by any Obligor or any of its Subsidiaries have been operated, except maintained and decommissioned or closed, as disclosed applicable, in the reports material compliance with applicable Requirements of Environmental Law; and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatmentreal property or groundwater in, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the under any Real Property Interest now or previously owned or leased by any Obligor or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment of its Subsidiaries is or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been during the such Obligor’s or such Subsidiary’s ownership or occupation of such property contaminated by any moldHazardous Material, fungal or other microbial growth in or on the Property, or existing conditions within the Property except for any contamination that could not reasonably be expected to give rise to material liability under Requirements of Environmental Laws that could reasonably be expected to result have a Material Adverse Effect nor, to the best of its knowledge, is any such property named in material liability any list of hazardous waste or material costs or expenses to remediate contaminated sites maintained under the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition Requirements of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaw.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (a) (i) there has been no Release or threat of Release of Hazardous Materials inSeller, on, under, to, from or the Transferred Assets and the Business comply and at all times have complied in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceall material respects with all applicable Environmental Laws, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property except in strict accordance material compliance with applicable Environmental Requirements Laws, as required in the ordinary course of the Business and do as could not exceed limits permitted reasonably be expected to have a Material Adverse Effect, no Hazardous Substances are present at or have been Released or, to the Knowledge of Parent and Seller, threatened to be Released from, onto or under applicable lawsany of the properties (including, including without limitation Environmental Requirementslimitation, soils, groundwater, surface water, buildings or other structures) currently owned, leased, operated or otherwise used by Seller or the Business, (iii) no underground storage tanks none of Seller or the Business have received any notice, demand, letter, claim or request for information alleging that Seller in connection with the Business, the Transferred Assets or the Business are currently located on or may be in the Real Property violation of or liable under any portion thereofEnvironmental Law, (iv) no environmental investigationnone of Seller or Parent in connection with the Business, administrative the Transferred Assets or the Business are subject to any order, notificationdecree, consent orderinjunction or other directive of any Governmental Authority and none of Seller or Parent in connection with the conduct of the Business, litigation, claim, judgment the Transferred Assets or settlement the Business are subject to any indemnity or other agreement with respect any Person or entity relating to the Property or any portion thereof is pending or threatenedHazardous Substances, (v) except as disclosed on Exhibit “E” there is not currently andare no circumstances or conditions involving Seller or Parent in connection with the Business, to Seller’s and Indemnitor’s knowledgethe Transferred Assets or the Business, never has been any moldassets (including, fungal without limitation, real property) or other microbial growth in businesses previously owned, leased, operated or on the Propertyotherwise used by Seller or Parent, or existing conditions within any of the Property assets (including, without limitation, real property) or businesses of any predecessors of Seller in connection with the Business that could reasonably be expected to result in material liability any restriction on the ownership, use or material costs transfer of any of the Transferred Assets arising under or expenses pursuant to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, any Environmental Law and (vi) except as disclosed Seller has provided to Purchaser the following: (A) a copy of each Permit or pending application for any Permit and each order, judgment, decree, consent agreement or similar document imposing material obligations on Exhibit E, there are no Seller issued pursuant to or in connection with any Environmental Law and relating to the Business or the Transferred Assets; (B) copies of all material reports or other documentation regarding the environmental condition of the Real Property in the possession custody or control of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the environmental condition of the Business or fungal matter the Transferred Assets or moldthe compliance of Seller, the Business or the Transferred Assets with Environmental Laws; (C) documentation, if applicable, showing the compliance of Seller with any material financial responsibility requirements of any applicable Environmental Law in connection with the Business or the Transferred Assets; and is otherwise regulated by federal(D) documentation, state and local if applicable, demonstrating the compliance of Seller with any applicable Environmental Laws that condition, restrict, or prohibit the transfer, sale, lease, assignment or closure of any of the Business or the Transferred Assets, including, without limitation, any so-called “environmental laws property transfer laws.” (b) As used herein, the term “Environmental Law” means any Law relating to the protection, investigation or restoration of the environment (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to natural resources) or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, the health or safety compliance (collectivelyof human or other living organisms, “Environmental Requirements”). As used in this Contract: “Release” means spillingincluding, leakingwithout limitation, pumpingthe manufacture, pouringintroduction into commerce, emittingexport, emptyingimport, discharginghandling, injectinguse, escapingpresence, leachingdisposal, dumping Release or disposingthreatened Release of any Hazardous Substance.

Environmental. With respect to environmental matters, to Seller’s (a) The Acquired Company and Indemnitor’s knowledge and except as described in Exhibit “E,” each of its Subsidiaries (i) have not received any notice or other communication of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there has been is any remaining material Liability; (ii) have not disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, distributed, sold or otherwise placed on the market Hazardous Materials or any product containing Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any material Liability or corrective or remedial obligation under any Environmental Laws; (iii) have not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to Liabilities arising out of Environmental Laws or the Hazardous Materials related activities of the Acquired Company or any of its Subsidiaries or any other Person; (iv) have no Release Knowledge of any fact or threat circumstance that would involve the Acquired Company or any of Release its Subsidiaries in any environmental litigation or Liability; and (v) have Made Available to Buyer all records in the Acquired Company’s and its Subsidiaries’ possession concerning the Hazardous Materials activities of the Acquired Company and its Subsidiaries and all environmental audits and environmental assessments of any facility owned, leased or used at any time by the Acquired Company or each of its Subsidiaries conducted at the request of, or otherwise in the possession of Seller, the Acquired Company or any of its Subsidiaries. There are no Hazardous Materials in, on, underor under any properties owned, to, from leased or in used by the area Acquired Company or each of its Subsidiaries such as could give rise to any material Liability or material corrective or material remedial obligation of the Real Property, except as disclosed in Acquired Company or any of its Subsidiaries under any Environmental Laws. (b) For the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencepurposes of this Section 3.18, (iii) no portion “Environmental Laws” means all federal, state, local and foreign Laws and regulations relating to pollution, protection of the Property is being used for environment, worker health and safety or exposure of any individual to Hazardous Materials, including Laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, registration, distribution, labeling, recycling, use, treatment, storage, disposal disposal, transport or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Hazardous

Environmental. With respect to environmental mattersExcept as disclosed on Exhibit 9.20, to Seller’s VETCO has never owned or operated any real property except for leased office and Indemnitor’s knowledge warehouse space: (a) To the Best Knowledge of VETCO, no real property (or the subsurface soil and except the ground water thereunder) now or previously leased by VETCO (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of VETCO, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) VETCO is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) VETCO has not received any written notice and has no knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of VETCO, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. VETCO further agrees and covenants that VETCO will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to VETCO's Best Knowledge, threatened, against VETCO, and VETCO knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to VETCO's compliance with environmental laws, regulations, rules, regulations guidelines and ordersordinances. For purposes of this Section 9.20, regulating"Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), relating the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or imposing liability local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or standards hazardous substances, transportation of conduct concerning hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.20, "Hazardous Materials Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or environmentalnormal housekeeping or maintenance: (a) fuel oil and natural gas for heating, health or safety compliance (collectivelyb) lubricating, “Environmental Requirements”). As cleaning, coolant and other compounds customarily used in this Contract: “Release” means spillingbuilding maintenance, leaking(c) materials routinely used in the day-to-day operations of an office, pumpingsuch as copier toner, pouring(d) consumer products, emitting(e) material reasonably necessary and customarily used in construction and repair of an office project, emptyingand (f) fertilizers, discharging, injecting, escaping, leaching, dumping or disposingpesticides and herbicides commonly used for routine office landscaping.

Environmental. With respect Buyer may at its expense conduct environmental reviews of the Owned Real Property and, subject to any prior approval of the owner or lessor required under the Real Property Leases, the Leased Real Property, including environmental matterssampling, to within forty- five (45) days of the date of this Agreement; provided, however, that no intrusive sampling shall be performed without Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” prior written approval (i) there has been no Release which shall not be unreasonably withheld). If any such environmental review discloses a material violation of, or threat of Release of Hazardous Materials in, on, under, to, from or in the area material condition requiring remediation under applicable Environmental Laws at any of the Real PropertyProperty (an “Environmental Condition”) and such Environmental Conditions, except as disclosed in the reports 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 documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements Laws, and do if required to be reported, in a manner satisfactory to the applicable Governmental Authority, provided that the completion of such remediation shall not exceed limits permitted under applicable lawsbe a condition to Buyer’s obligation to close hereunder. If such Environmental Conditions, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property aggregate, have an 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. For the avoidance of any portion thereofdoubt, (iv) the pre-Closing discovery of such an Environmental Condition shall be deemed an exception to Seller’s representations and warranties in Section 3.20, and Buyer shall have no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment claim against Seller pursuant to the indemnification provisions or settlement otherwise for such an Environmental Condition except with respect to a breach of this Section 5.13. Notwithstanding the Property foregoing, Seller shall have no obligation to correct or remediate any portion thereof Environmental Condition if such correction or remediation of the Environmental Condition is pending or threateneda landlord’s, (v) except as disclosed on Exhibit “E” there is not currently and, to Sellerlessor’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Sellerthird party’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqprimary responsibility.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect (a) Except as set forth on Schedule 5.19, there are no underground tanks and related pipes, pumps or other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) To the Knowledge of the Sellers, there is no asbestos nor any asbestos-containing materials used in, applied to environmental mattersor in any way incorporated in any building, structure or other form of improvement on the Real Property. No Acquired Company sells, manufactures or distributes and has not sold, manufactured or distributed any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) Each Acquired Company is presently and for the past five (5) years has been, in compliance with all Environmental Laws applicable to Sellerthe Real Property, formerly owned, leased or operated locations of the business, or to such Acquired Company’s business operations, and Indemnitor’s knowledge and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be the basis for any material liability of any kind pursuant to any Environmental Law. (d) No Acquired Company has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Real Property or any properly formerly owned, leased or operated by any Acquired Company, except as described in Exhibit “E,” (i) compliance with all applicable Environmental Laws; there has been no Release or threat Threat of Release of any Hazardous Materials in, on, under, to, from Material at or in the area vicinity of the Real PropertyProperty that requires or may require reporting, except as disclosed investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or any contractual obligation; and there has been no Release or Threat of Release of any Hazardous Material at or in the reports and documents set forth on Exhibit E attached hereto and incorporated herein vicinity of property formerly owned, leased or operated by referenceany Acquired Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by any Acquired Company pursuant to any Environmental Law or any contractual obligation. (e) No Acquired Company has (i) entered into or been subject to any consent decree, compliance order or administrative order relating to obligations under Environmental Law or 39 4893-2596-7688v2 EMAIL\25717007 Environmental Conditions; (ii) no portion received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or complaint or claim with respect to any Environmental Condition, any obligation or liability under any Environmental Law or any exposure of any person to any Hazardous Material; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all material Permits required under any Environmental Law that are necessary for any Acquired Company’s activities and operations at the Real Property and for any Acquired Company’s business operations; (ii) any applications for renewal of such Permits have been submitted on a timely basis; (iii) such Permits can be transferred without changes to their terms or conditions; and (iv) each Acquired Company is and for the past five (5) years has been in compliance with the terms and conditions of such Permits. (g) No Acquired Company has assumed, undertaken, agreed to indemnify or otherwise become subject to any liability of any other Person relating to or arising from any Environmental Law or any Release of any Hazardous Material. (h) To the Knowledge of the Sellers, each Acquired Company, the Real Property is being used for and the treatmentbusiness will not require a material capital expenditure or annual operating expense increase during the two (2) years following the Closing Date to achieve compliance with any Environmental Law. (i) The distribution, storagesale, and use of each Acquired Company’s products and the provision of its services does not subject any Acquired Company to liability under any Environmental Laws. (j) Each Acquired Company has delivered, or caused to be delivered, to the Buyer copies of all (if any) documents, records and information in its possession or control concerning Environmental Conditions or obligation or liability of any Acquired Company under any Environmental Law or exposure of any person to any Hazardous Material in connection with any Acquired Company or its products or services, including previously conducted environmental site assessments, compliance audits, asbestos surveys, sampling or testing results and documents regarding any Release or disposal or other handling of Hazardous Materials at, upon or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in from the Real Property or any portion thereofproperty formerly owned, (iv) no leased or operated by any Acquired Company, spill control plans and environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s agency reports and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqcorrespondence.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect (a) Lessor represents and warrants to Lessee that the following statements are accurate as of the date hereof and will remain accurate as of the Commencement Date (i) the Premises are in full compliance with Environmental Laws; (ii) there has not been any Release of Hazardous Materials at the Premises or at the Park; (iii) there are no Hazardous Materials stored, located or present in, on or upon the Premises or the Park; (iv) neither the Premises nor the Park is subject to any Environmental Action; and (v) neither the Premises, the Park nor any personal property located thereon is subject to any Environmental Liens. (b) Lessee shall have the right to conduct its own environmental site assessment (“ESA”) of the Premises to evaluate the environmental conditions of the Premises (the “Environmental Inspection Period”). If the ESA discloses environmental conditions which Lessee determines are unacceptable, then Lessor shall correct or remediate the environmental conditions and obtains a no-further action letter (“NFA”) or its equivalent from the appropriate governmental environmental agency indicating that no further remedial actions are required or recommended. Nothing contained herein (including, without limitation, Lessee’s failure to conduct an ESA or raise any issue pertaining to environmental matters) shall in any way constitute a waiver of, diminish or limit the provisions of Lessor’s indemnities in subsection (d) below. (c) Lessee hereby agrees to Seller’s defend, indemnify, and Indemnitor’s knowledge hold harmless Lessor from and except as described in Exhibit “E,” against any Environmental Liabilities and Costs arising out of: (i) there has been no Release any Releases of Hazardous Materials at or threat from the Premises caused by Lessee’s operations during the term of Release the Lease; and (ii) any violations of Environmental Laws that are caused by Lessee’s operations during the term of the Lease. This indemnity shall survive termination of this Lease. (d) Lessor hereby agrees to defend, indemnify, and hold harmless the Lessee from and against any Environmental Liabilities and Costs arising out of (i) any Releases of Hazardous Materials that occurred prior to the commencement date of this Lease; (ii) any violations of Environmental Laws or Environmental Actions that are attributable to the Lessor’s acts or omissions; and (iii) any breach of any warranty or representation or covenant regarding environmental matters made by Lessor; and (iv) any Releases or threatened Releases of Hazardous Materials caused by Lessor. This indemnity shall survive expiration or termination of this Lease. (e) Lessor releases Lessee from any liability arising out of Releases of Hazardous Materials in, on, underabout, to, or from or in the area of Park and the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein Premises caused by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials parties other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the PropertyLessee, or existing conditions within its employees, guests, agents or invitees. (f) For the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate purposes of this section, the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.following definitions will apply:

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (ia) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance suppliesComply, and chlorine and other chemicals for cause each of their Subsidiaries to comply in all material respects, with the swimming pool, requirements of all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws Laws (including, without limitation, RCRA, CERCLA, TSCA, HMTAany requirements of Environmental Laws identified in any Environmental Reviews (as defined in Section 7.08 (b), rules, regulations ) and orders, regulating, provide to the Agent all documents relating to such compliance that the Agent may reasonably request; not cause or imposing liability permit the Collateral or standards any property or facility owned, operated or occupied by any Borrower or any Subsidiaries to be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of conduct concerning any Hazardous Materials except in compliance in all material respects with applicable Environmental Laws or environmentala permit issued under any applicable Environmental Law; and immediately notify the Agent of any Release of Hazardous Materials in excess of any reportable quantity and take any Remedial Actions required to aba▇▇ ▇▇ch Release. On behalf of the Borrowers and their Subsidiaries, health each of the Borrowers hereby agrees to defend (with counsel satisfactory to the Agent), indemnify, and hold harmless the Agent, the Lenders, their employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities (including strict liability), settlements, damages, costs, or safety compliance expenses (including, without limitation, attorneys' fees and expenses and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) and Environmental Liabilities and Costs (collectively, “"ENVIRONMENTAL LOSSES") arising out of (i) any Release or threatened Release on any property presently or formerly owned or occupied by any of the Borrowers or their Subsidiaries (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by any Borrower or their Subsidiaries; (ii) any violation of or liability under Environmental Requirements”Laws by the Borrowers or their Subsidiaries (or any predecessor in interest or title). As used ; (iii) any Environmental Actions; (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, stored, generated, transported or deposited by any of the Borrowers or their Subsidiaries (or any predecessor in interest or title); and/or (v) the breach of any representation or warranty made by the Borrowers in Section 6.19 hereof or the breach of any covenant made by any of the Borrowers in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Section 7.08. This

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release Keep any property either owned or threat operated by it free of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, any Environmental Liens; (ii) no portion comply in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Collateral Agent may reasonably request; (iii) no underground storage tanks are currently located on or in to the Real Property or any portion extent the Borrower has knowledge thereof, promptly and in any event within two (2) Business Days of becoming aware thereof, provide the Agents written notice 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 and take any Remedial Actions required to a▇▇▇▇ said Release; (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement provide the Agents with respect to written notice within ten (10) days of the Property receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any portion thereof is pending Guarantor; (B) commencement of any Environmental Action or threatenednotice that an Environmental Action will be filed against the Borrower or any Guarantor; and (C) notice of a violation, (v) except as disclosed on Exhibit “E” there is not currently andcitation, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal request for information or other microbial growth in or on the Property, or existing conditions within the Property that administrative order which could reasonably be expected to result in material liability or material have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRAattorney and consultant fees, CERCLAinvestigation and laboratory fees, TSCAcourt costs and litigation expenses) arising out of (A) the generation, HMTA)presence, rulesdisposal, regulations and orders, regulating, relating to Release or imposing liability or standards threatened Release of conduct concerning any Hazardous Materials on, under, in, originating or environmentalemanating from any property at any time owned or operated by the Borrower or any Guarantor for which the Borrower or any Guarantor is alleged to be responsible, health (B) any personal injury (including wrongful death) or safety compliance property damage (collectivelyreal 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 Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping Law and/or (E) any Environmental Action filed against any Agent or disposingany Lender.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except (a) Except as described disclosed in Exhibit “E,” Section 3.18(a) of the Disclosure Schedule: (i) there has been to the Knowledge of Seller, no Release or threat of Release Releases of Hazardous Materials inhave occurred prior to Closing at, onfrom, underor to any property or the assets currently or previously owned, toleased or operated by Seller or its respective predecessors during the period they were owned, from operated or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein leased by reference, Seller or at any other time; (ii) there are no portion of the Property is being used for the treatmentpast, storagepending, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable threatened Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Claims against Seller; (iii) to the Knowledge of Seller, Seller has obtained all required Environmental Permits and is in compliance with such Environmental Permits and applicable Environmental Law; (iv) there are no underground storage tanks are currently owned by Seller, or located on at any facility owned, leased or in the Real Property or any portion thereofoperated by Seller and, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or Knowledge of Seller, any portion thereof is pending or threatened, underground tanks previously situated at any such facility were removed in accordance with Environmental Laws; (v) except as disclosed on Exhibit “E” there is not currently andare no facts, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Propertycircumstances, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result restrict, under any Environmental Law or Environmental Permit in such growtheffect prior to or at the Closing Date, and the ownership, occupancy, use or transferability of any property now owned, operated, leased or otherwise used by Seller during the period they were owned, operated or leased by Seller, as the case may be, or to give rise to any Liability under the Environmental Laws pertaining to any property now or at any other time owned, operated, leased or otherwise used by Seller; (vi) except as disclosed Seller has not received a request under any of the Environmental Laws for information relating to any property now or at any time owned, operated, leased or otherwise used by Seller, or to which or at which Seller’s wastes were stored, transported or disposed of by or on Exhibit E, behalf of Seller; (vii) there are no reports unsatisfied financial assurance or closure requirements under the Environmental Laws pertaining to any property currently or previously owned, leased or operated by Seller or its predecessors; (viii) any contaminant levels resulting from any Releases of Hazardous Materials at or from the properties now or at any other documentation regarding time owned, operated, leased or otherwise used by Seller during the environmental condition period they were owned, operated or leased by Seller, as the case may be, meet applicable remediation standards under applicable Environmental Law; (ix) none of the Real Property properties currently or previously owned, operated, leased or otherwise used by Seller or its predecessors are now or have in the possession past been listed on the National Priorities List of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 Act, as amended (42 U.S.C. §9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time ) (“CERCLA”); , the CERCLA Information System, or any comparable state or local environmental database during the period they were owned, operated or leased by Seller; (3x) “toxic substances” as defined by to the Toxic Substances Control ActKnowledge of Seller, as amended from time to time (“TSCA”)there is no asbestos-containing material, (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil lead-based paint or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and located at any of the facilities or properties now used by Seller or its Affiliates; (6xi) Seller has not provided information to any substance whose presence is detrimental Governmental Entity of any actual, threatened or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards suspected Releases of conduct concerning any Hazardous Materials or any violation of an Environmental Permit, term or other requirement of Environmental Laws; (xii) there is no Liability nor has Seller received any notice with respect to the cleanup or investigation at any facility or property resulting from the arrangement (with a transporter or otherwise) for treatment, storage or disposal of Hazardous Materials by Seller or by any other party; (xiii) to the Knowledge of Seller, there is no Liability with respect to storage of Hazardous Materials at any facility or property by Seller or by any other Person; (xiv) there is no Liability with respect to transportation of Hazardous Materials by Seller to a facility or property owned or operated by any other Person; (xv) Seller has complied in all material respects with all Environmental Laws, including those Laws applicable to the transportation and management of Hazardous Materials; and (xvi) there are no audits, reports, analyses, sampling results or similar documents relating to environmental, health and/or safety matters at any property now or safety compliance formerly owned, operated or leased by Seller that were prepared for Seller or are in the possession of Seller or any of its representatives, including their attorneys or consultants, that have not been provided or made available to Buyer prior to the date of this Agreement. (collectively, “Environmental Requirements”). b) As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Agreement:

Environmental. With To the extent in Seller’s actual possession, Seller has delivered to Purchaser or made available all environmental or geological reports with respect to environmental matters, the 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 and Indemnitorknowledge” or “Seller’s knowledge and except as described in Exhibit actual knowledge”, the “E,best of Seller’s knowledge” or words of similar import (i) there has been no Release shall refer solely to the current, actual knowledge (as opposed to constructive, deemed or threat imputed knowledge) of Release of Hazardous Materials inProFrac Holdings, onLLC. Notwithstanding anything in this Contract to the contrary, under, to, from or in the area event that any of the Real PropertySeller’s representations or warranties in this Contract become untrue or materially inaccurate between the Effective Date and the date of Closing, except Seller shall promptly notify Purchaser of same before Closing in writing, whereupon Purchaser shall as disclosed in its sole and exclusive alternative remedies have the reports 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 documents set forth on Exhibit E attached hereto and incorporated herein by referencethe parties shall have no further obligations hereunder, or (ii) waive any claim or cause of action relating to such fact and proceed to Closing. In the event that Purchaser does not give a written notice of termination to Seller within three (3) days of receipt of notice of the untruth or material inaccuracy of any representation, the foregoing right of termination shall be deemed null and void and of no portion further force and effect, and Purchaser waives the right to bring any action as a result of such breach or inaccuracy. Purchaser expressly acknowledges that the Property is being used for the treatmentsold and accepted AS-IS, storageWHERE-IS WITH ALL FAULTS, disposal and, except as expressly set forth in this Section 5, Seller makes no representations or other handling of Hazardous Materials warranties, express or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement implied with respect to the Property physical condition or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on aspect of the Property, . Purchaser represents and warrants that Purchaser (or existing conditions within its representatives) have been afforded the opportunity to fully and thoroughly inspect the Property that could reasonably be expected and shall have satisfied itself therewith if Purchaser proceeds to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClosing.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect Except as would not reasonably be expected to result, individually or in the aggregate, in fines or penalties under Environmental Laws or environmental mattersremediation costs required to be incurred under Environmental Laws in excess of $5 million ("Material Environmental Liability"): (a) Except as disclosed on Schedule 3.6, the Owned Real Property and Leased Real Property comply in all material respects with and, to Seller’s and Indemnitor’s knowledge and except the General Partner's Knowledge, have previously been operated in compliance in all material respects with all Environmental Laws. Except as described in Exhibit “E,” disclosed on Schedule 3.6, none of the InterMedia Companies has (i) there has been no Release generated, stored, used, treated, handled, discharged, released or threat disposed of Release of any Hazardous Materials inSubstances at, on, under, toin or about, to or from or in the area of the any other manner affecting, any Owned Real Property or Leased Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the transported any Hazardous Substances to or from any Owned Real Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials Leased Real Property or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on undertaken or in caused to be undertaken any other activities relating to the Owned Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Leased Real Property, or existing conditions within the Property that which could reasonably be expected to result in material give rise to liability under any Environmental Law and, to the General Partner's Knowledge, no other present or material costs previous owner, tenant, occupant or expenses to remediate user of any Owned Real Property or Leased Real Property or any other Person has committed or suffered any of the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except foregoing. Except as disclosed on Exhibit ESchedule 3.6, to the General Partner's Knowledge, no release of Hazardous Substances outside the Owned Real Property or Leased Real Property has entered or threatens to enter any Owned Real Property or Leased Real Property, nor is there are no reports any pending or other documentation regarding the environmental threatened Litigation based on Environmental Laws which arises from any condition of the land adjacent to or immediately surrounding any Owned Real Property or Leased Real Property. Except as disclosed on Schedule 3.6, no Litigation based on Environmental Laws which relates to any Owned Real Property or Leased Real Property or any operations or conditions on it (i) has been asserted or conducted in the past or is currently pending against or with respect to any of the InterMedia Companies or, to the General Partner's Knowledge, any other Person or (ii) to the General Partner's Knowledge, is threatened or contemplated. (b) Except as disclosed on Schedule 3.6, (i) to the General Partner's Knowledge, no aboveground or underground storage tanks regulated under the Environmental Laws are currently or have been located on any Owned Real Property or Leased Real Property, (ii) to the General Partner's Knowledge, no Owned Real Property or Leased Real Property has been used at any time as a gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes and (iii) to the General Partner's Knowledge, no building or other structure on any Owned Real Property or Leased Real Property contains friable asbestos, or asbestos-containing material. (c) The General Partner has provided Buyer with complete and correct copies of (i) all material studies, reports, surveys or other written materials, which to the General Partner's Knowledge, are in the possession of Seller the General Partner or Seller’s Affiliatesthe InterMedia Companies relating to the presence or alleged presence of Hazardous Substances at, consultantson, contractors under or agents. As used affecting the Owned Real Property or Leased Real Property, (ii) all material written notices (other than general notices made by general publication) or other material written materials in this Contract: “Hazardous Materials” means the possession of the General Partner or the InterMedia Companies that were received from any Governmental Authority having the power to administer or enforce any Environmental Laws relating to potential liability under Environmental Laws arising out of the current or past ownership, use or operation of the Owned Real Property or Leased Real Property or activities at the Owned Real Property or Leased Real Property and (1iii) “hazardous wastes” as defined all materials in the possession of the General Partner or the InterMedia Companies relating to any material Litigation or material allegation by any private third party concerning any Environmental Law and relating to InterMedia's Business, excepting, in the Resource Conservation and Recovery Act case of 1976, as amended from time to time clauses (“RCRA”i), (2ii) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.iii), as amended any such materials that were prepared by legal counsel to the Superfund Amendment InterMedia Companies and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil constitute privileged attorney work product or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingcommunications.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except Except as described may be actually disclosed in Exhibit “E,” the Environmental Report (i) there has no Hazardous Substances are now or, to Borrower's best knowledge, have ever been no Release located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or threat of Release of Hazardous Materials in, ondisposed upon, under, toover or from any Individual Property in a manner that may give rise to any actual or potential liability to pay response costs or other damages, from losses or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, expenses or otherwise violate any Environmental Laws; (ii) no portion Hazardous Substances are currently located, stored or used at any Individual Property, except with respect to such Hazardous Substances which are (x) customarily located, stored or used in properties similar to the Properties or (y) unique and necessary to Borrower's business located on the Properties, provided that such Hazardous Substances described in (x) or (y) are at all times stored, located and used in compliance with all Environmental Laws; (iii) to Borrower's knowledge, no Hazardous Substances have been discharged, released or emitted, upon or from any Individual Property into the environment and no threat exists of a discharge, release or emission of a Hazardous Substance upon or from any Individual Property into the environment, which discharge, release or emission, in either case, would subject the owner of such Individual Property is being to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) no Property has ever been used as or for the treatmenta mine, storagea landfill, disposal a dump or other handling of Hazardous Materials disposal facility or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, a gasoline service station; (iiiv) no underground storage tanks are currently tank is now located on or in the Real any Individual Property or if previously located therein has been removed therefrom in compliance with all applicable Environmental Laws and any portion thereofclean-up of the surrounding soil in connection therewith has been completed; (vi) no asbestos, ACM, materials containing urea-formaldehyde, or transformers, capacitors, ballasts or other equipment containing PCBs are located on any Individual Property; (ivvii) no Property has been used by Borrower or any Affiliate or, to the best of Borrower's knowledge, after reasonable investigation, any other person or entity (including any prior owner of any Individual Property) as a permanent or temporary treatment, storage or disposal site for any Hazardous Substance subject to regulation under Environmental Laws; (viii) no violation of any Environmental Law now exists or has ever existed in, upon, under, over or from any Individual Property, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now nor has there ever been any investigation or report involving any Individual Property by any governmental entity or agency which in any way relates to Hazardous Substances; (ix) no Person has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in clauses (i)-(viii) above and to the knowledge of Borrower, no basis for such a claim exists; (x) there are not now, nor to Borrower's best knowledge have there ever been, any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from any Property; (xi) no oral or written notification of a Release (as such term is defined in 42 U.S.C. * 9601(22)) of any Hazardous Substances has been filed by or on behalf of Borrower through authorized employees or agents and no Property is listed in the United States Environmental Protection Agency's List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; (xii) there are no environmental liens on any Property, and, to the best knowledge of Borrower, no governmental actions have been taken or are in process which could subject any Property to such liens; (xiii) Borrower has not transported or arranged for the transportation of any Hazardous Substances to any location which is listed or proposed for listing under CERCLA or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations; (xiv) no environmental investigationor engineering investigations, administrative orderstudies, notificationaudits, consent ordertests, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal reviews or other microbial growth in analyses have been conducted by or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller Borrower or Seller’s Affiliatesits Affiliates in relation to any Property other than the Environmental Report; Borrower has delivered a true, consultantscorrect and complete copy of the Environmental Report to Lender; and (xv) to the best of Borrower's knowledge, contractors the Environmental Report does not contain any untrue statements of a material fact or agents. As used omit to state a material fact necessary to make any statement contained therein or herein, in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by light of the Resource Conservation and Recovery Act of 1976circumstances under which such statements were made, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqnot misleading.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters, to To Seller’s and Indemnitor’s knowledge and knowledge, or except as described may be set forth in Exhibit “E,” the Existing Environmental Reports or other written Due Diligence Material, (i) there Seller has been no Release or threat knowledge of Release the presence of any Hazardous Materials inSubstances on the Property, onother than such PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, underFLORIDA 15 Hazardous Substances and in such amounts as are commonly used, to, from or stored and disposed of in the area operation, repair and maintenance of an office building, or as may be used, stored and disposed of by the Real Property, except as disclosed tenant under the Lease in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, conduct of its business at the Property; (ii) Seller has not used and has no portion of knowledge that any other person has used the Property is being used for the treatmentgeneration, recyling, use, reuse, sale, storage, handling, transportation and/or disposal or other handling of any Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored Substances on the Property (except for such Hazardous Substances and in strict accordance with applicable Environmental Requirements such amounts as are commonly used, stored and do not exceed limits permitted disposed of in the operation, maintenance and repair of an office building, or as may be used, stored and disposed of by the tenant under applicable laws, including without limitation Environmental Requirements, the Lease in the conduct of its business at the Property); and (iii) no underground storage tanks are currently located on Seller has not received any written notification from any governmental authority as to any violations of or in the Real Property or failure to comply with any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Environmental Law with respect to the Property or any portion thereof is pending or threatenedProperty. 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, (v) except with the same force and effect as disclosed on Exhibit “E” there is not currently andif made on, and as of, such date, subject to Seller’s right to update such representations and Indemnitor’s knowledgewarranties 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 Closing, never Seller has been not made, and Purchaser has not relied on, any moldinformation, fungal promise, representation or other microbial growth in warranty, express or on implied, regarding the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the moldwhether made by Seller, fungal or microbial growthon behalf of Seller, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environmentotherwise, including, without limitation, microbial the physical condition of the Property, the financial condition of the tenant under the Lease, title to or fungal matter the boundaries of the Property, pest control matters, soil conditions, the presence, existence or moldabsence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), ruleszoning laws, regulations and orders, regulatingstructural and other engineering characteristics, relating traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenant or the Property, and any other information pertaining to the Property or imposing liability the market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or standards that of conduct concerning any Hazardous Materials or Purchaser’s own consultants and representatives with respect to the physical, environmental, health economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or safety compliance warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (collectivelyor 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, “Environmental Requirements”)with all faults,” on the Closing Date. As used in The provisions of this Contract: “Release” means spillingparagraph shall survive the Closing for a period of one hundred eighty (180) days following the Closing, leakingsubject to Article 11 hereof; provided, pumpinghowever, pouringthat the provisions of Section 4.1(m) above shall survive the Closing until the second (2nd) anniversary of the Closing Date, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingalso subject to Article 11 hereof.

Environmental. With respect to environmental matters, to SellerThe Corporation’s Disclosure Statement sets forth a complete list of the Environmental Approvals of the Corporation and Indemnitor’s knowledge and except as described in Exhibit “E,” its Subsidiaries. (i) All operations of the Corporation and its Subsidiaries have been, and are now, in material compliance with all Environmental Laws. (ii) All the Environmental Approvals required by the Corporation and its Subsidiaries to operate their respective businesses, are valid and in full force and effect, have been and are being complied with and there have been and are no proceedings commenced or threatened to revoke or amend any of the Environmental Approvals. (iii) No part of the Corporation Properties or any other of the assets of the Corporation or any of the Subsidiaries has ever been used by the Corporation or any of the Subsidiaries as a landfill or for the disposal of waste and to the knowledge of the Corporation, no part of the Corporation Properties or any other of the assets of the Corporation or any of the Subsidiaries has been used by any other Person as a landfill or for the disposal of waste. (iv) Except as disclosed in the Corporation’s Disclosure Statement, no asbestos or asbestos containing materials are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries. No equipment, waste or other material containing polychlorinated biphenyls (PCBs) are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries. (v) There has been no Release by the Corporation or threat any of Release the Subsidiaries of any Hazardous Materials Substance which is now present in, on, under, to, from on or under any of the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries or any property currently or in the area past under the charge, management or control of the Real PropertyCorporation or any of the Subsidiaries (including underlying soils and substrata, except vegetation, surface water and groundwater) at levels which exceed decommissioning or remediation standards under any applicable Environmental Laws or standards published or administered by the Governmental Entities responsible for establishing or applying such standards. (vi) The Corporation has no knowledge of any Hazardous Substance in, on or under the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries. (vii) Except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceCorporation’s Disclosure Statement, (ii) there are no portion of the Property is being used for the treatment, storage, disposal aboveground or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on the Corporation Properties and any storage tanks or any storage tanks formerly on the Corporation Properties have been removed and any affected soil, surface water or ground water has been remediated in compliance with all applicable laws. (viii) The Corporation has no knowledge of any Hazardous Substance originating from any neighbouring or adjoining properties which has migrated onto, into or under or is migrating towards any of the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries. (ix) The Corporation has no knowledge of any Hazardous Substance originating from any of the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries which has migrated onto, or is migrating towards any neighbouring and/or adjoining properties. (x) Except as disclosed in the Real Property Corporation’s Disclosure Statement, neither the Corporation nor any Subsidiary is aware of, or is subject to: (A) any portion thereofproceeding, application, order or directive which relates to the Environment or human health or safety matters, and which may require any material work, repairs, construction or expenditures; or (ivB) no environmental investigationany demand or notice, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property material breach of any Environmental Laws applicable to the Corporation or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environmentSubsidiary, including, without limitation, microbial any regulations respecting the use, storage, treatment, transportation, or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards disposition of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingSubstance.

Environmental. With respect to environmental mattersExcept as disclosed in Section 11.17 of the Disclosure Schedule, to Seller’s CET or its subsidiaries have never owned or operated any real property except for leased office space: (a) To the Best Knowledge of CET, no real property (or the subsurface soil and Indemnitor’s knowledge and except the ground water thereunder) now or previously leased by CET (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of CET, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) CET is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) CET has not received any written notice and has no knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of CET, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. CET further agrees and covenants that CET will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to CET’s Best Knowledge, threatened, against CET, and CET knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to CET's compliance with environmental laws, regulations, rules, regulations guidelines and ordersordinances. For purposes of this Section 11.17, regulating"Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), relating the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any state or imposing liability local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or standards hazardous substances, transportation of conduct concerning hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 11.17, "Hazardous Materials Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or environmentalnormal housekeeping or maintenance: (a) fuel oil and natural gas for heating, health or safety compliance (collectivelyb) lubricating, “Environmental Requirements”). As cleaning, coolant and other compounds customarily used in this Contract: “Release” means spillingbuilding maintenance, leaking(c) materials routinely used in the day-to-day operations of an office, pumpingsuch as toner, pouring(d) consumer products, emitting(e) material reasonably necessary and customarily used in construction and repair of an office project, emptyingand (f) fertilizers, discharging, injecting, escaping, leaching, dumping or disposingpesticides and herbicides commonly used for routine office landscaping.

Environmental. With respect Subject to environmental matters, to the Airport Closure Letter and Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” 's disclosure that (i) the operation of the aircraft maintenance and repair services at the Leasehold Improvements involves the Use (as defined below) of Hazardous Materials and (ii) one Tenant of each of the Arizona Corporate Center Property and the Centerpark Plaza I Property may have improperly disposed of certain chemicals: (A) To Seller's Actual Knowledge, Seller and the Realty are not and will not be in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, soil, water, or environmental conditions on, under or about the Realty, including, but not limited to, the Environmental Laws; (B) To Seller's Actual Knowledge, during the period that Seller has owned the Realty there has been no Release use, presence, disposal, storage, generation, release, or threat of Release threatened release (as those terms are used in the Environmental Laws, and are hereinafter collectively referred to as "Use") of Hazardous Materials in, on, under, to, from or in under the area of the Real PropertyRealty, except as disclosed by Seller to Buyer in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencewriting; (C) To Seller's Actual Knowledge, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling Use of Hazardous Materials occurred on, from or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for under the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect Realty prior to Seller taking title to the Property or any portion thereof is pending or threatenedRealty, (v) except as disclosed on Exhibit “E” by Seller to Buyer in writing; and (D) To Seller's Actual Knowledge, during the period that Seller has owned the Realty, there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been no enforcement action or litigation brought or threatened against Seller or the Realty, nor any moldsettlements reached by or with any party or parties alleging the Use of any Hazardous Materials on, fungal from or other microbial growth in or on under the PropertyRealty, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property by Seller to Buyer in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqwriting.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersExcept as set forth on Schedule 2.17 hereto: 2.17.1 Sellers are, and to Seller’s and Indemnitor’s knowledge and except as described 's Knowledge at all times have been, in Exhibit “E,” material compliance with all applicable Environmental Laws. To Sellers' Knowledge: (ia) there has been no Release during each Seller's respective period of ownership or threat operation of Release of Hazardous Materials in, on, under, to, from or in the area of the any Real Property, except as disclosed that Seller has been in the reports material compliance with all applicable Environmental Laws; or (b) any material noncompliance is listed on Schedule 2.17 and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property has been remediated in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsLaws. To Sellers' Knowledge, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on all tenants or other persons or entities that use any portion of any Real Property of Sellers or any improvements thereon included in the Real Property or 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 portion thereofrequest for information, (iv) no environmental investigation, administrative order, notification, consent order, litigation, notice of claim, judgment demand or settlement other notification regarding any potential liability under or violation of any Environmental Laws, and Sellers have no Knowledge that any Seller is or may be in material violation of any Environmental Law or may be potentially responsible with respect to the Property any investigation or clean-up of any portion thereof is pending Hazardous Materials. 2.17.3 During each Seller's respective period of ownership or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the operation of Real Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthSeller has not, and to Sellers' Knowledge, no other Person has, disposed, discharged, caused a Release (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Act, 42 U.S.C. Sections 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as injected or otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning placed any Hazardous Materials into, on or environmentalunder the soils, health surface water or safety 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 (collectivelywith applicable Environmental Laws. To Sellers' Knowledge, “no portion of any structures on any of the Acquired Assets contain any asbestos that is not fully encapsulated. Sellers have no Knowledge of a Release of any Hazardous Materials at, on, under or from any Real Property of Sellers that could subject an owner or operator of such Real Property to any claim or liability or that could reasonably be expected to require investigation, removal or remediation. 2.17.4 Sellers do not store, generate or handle, nor do Sellers allow any tenant or other person to store, generate or handle, any Hazardous Materials at, on or under any of the Real Property of Sellers or improvements thereon except for such Hazardous Materials that are stored or handled incidental to and in the ordinary course of operating the Acquired Businesses and then in material compliance with Environmental Requirements”). As used Laws. 2.17.5 To Sellers' Knowledge, 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 in this Contract: “Release” means spillingmaterial compliance with, leakingall Licenses required by any Environmental Laws for the operation of the Acquired Businesses, pumpingand all such Licenses are current and in full force and effect. 2.17.7 Sellers have delivered or made available to Buyer, pouringto the extent in the possession or reasonable control of Sellers, emittingtrue and complete copies and results of any environmental reports, emptyingstudies, dischargingaudits, injectinganalyses, escaping, leaching, dumping tests or disposingmonitoring pertaining to any Real Property of Sellers or improvements included in the Acquired Businesses.

Environmental. With respect (a) Prior to the execution of this Agreement, the Company has provided to Parent and Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to Seller’s and Indemnitor’s the best of the knowledge and except as described in Exhibit “E,” of the Company, (i) there has been are no Release conditions, facilities, procedures or threat of Release of Hazardous Materials in, on, under, to, from any other facts or in the area of the Real Property, except as disclosed in the reports and documents set forth circumstances that constitute Environmental Noncompliance on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereofof the leaseholds existing under the Real Property Leases and (ii) there is not constructed, (iv) no environmental investigationplaced, administrative orderdeposited, notificationstored, consent orderdisposed of, litigation, claim, judgment or settlement with respect to nor located on any of the Real Property or any portion thereof is pending or threatenedof 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. (vc) except Except as disclosed on Exhibit “E” there is not currently andCOMPANY'S DISCLOSURE SCHEDULE, to Seller’s and Indemnitor’s the best of the Company's knowledge, never has been any moldno structure, fungal improvements, equipment, fixtures, activities or other microbial growth in or facilities located on the PropertyReal 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 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 existing conditions within which otherwise contribute to Environmental Conditions arising in whole or in part from the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate activities of the mold, fungal or microbial growthCompany, or to remedy the best of the knowledge of the Company arising from any other activities, except to the extent that such conditions that could reasonably be expected releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to result in such growth, and the Real Property or any of the leaseholds existing under the Real Property Leases. (vie) except Except as disclosed on Exhibit ECOMPANY'S DISCLOSURE SCHEDULE, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition management of Hazardous Materials, and no abandoned underground storage tanks at the Real Property in or any of the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means leaseholds existing under the Real Property Leases. (1f) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time The Company is not subject to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive any Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or moldClaims, and no Environmental Claims have been threatened against the Company nor, to the best of the knowledge of the Company, is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning there any Hazardous Materials or environmental, health or safety compliance (collectively, “basis for any such Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingClaims.

Environmental. With respect to environmental mattersTo Seller's actual knowledge, to Seller’s the Real Property does not contain, and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release is not located on or threat of Release of Hazardous Materials in, on, under, to, from or in the area of about the Real Property, any Hazardous Materials, except to the extent disclosed to Purchaser with respect to the Leasehold Estate and the ▇▇▇▇▇▇▇▇ Fee Land, except as disclosed in the environmental reports previously furnished by Seller to Purchaser, except for prepackaged cleaning materials, personal grooming items or other items which are sold for consumer use or typically used in the operation, maintenance and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion repair of the Real Property and except for oil and other petroleum products which are in proper and safe containers or are present in quantities less than an amount which would require reporting or cleanup obligations under Environmental Laws (the foregoing specific items being hereinafter referred to as the "Hazardous Materials Exception"). To Seller's actual knowledge, no part of the Real Property is being currently used by Seller for the treatmentuse, storage, treatment, production, manufacture, generation, transportation, release or disposal of Hazardous Materials, except to the extent included in the Hazardous Materials Exception. Seller has not received any written complaint, order, summons, citation, notice of violation, directive letter or other handling of communication from any governmental authority or other person with regard to air emissions, water discharges, noise emissions or Hazardous Materials Materials, or machinery containing Hazardous Materials any other than standard amounts of cleaning suppliesenvironmental, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on health or in safety matters affecting the Real Property Property, or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement except with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Leasehold Estate and the ▇▇▇▇▇▇▇▇ Fee Land. To Seller’s and Indemnitor’s 's actual knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of underground storage tanks located on the Real Property and Seller has not removed, or caused to be removed, any underground storage tanks from the Real Property, except to the extent disclosed in the possession Hazardous Materials Exception. For purposes hereof, "Environmental Law" shall mean any federal, state or local law, ordinance, regulation, code, order or decree (including consent decrees and administrative orders) in effect on the date of Seller this Agreement which regulates the use, generation, handling, storage, treatment, transportation, decontamination, clean-up, removal, encapsulation, enclosure, abatement or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “disposal of any Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Act, 42 U.S.C. 9601 Section 9601, et seq.), as amended by the Superfund Amendment Resource Conservation and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by Recovery Act, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Substance Contract Act, as amended from time to time (“TSCA”)15 U.S.C. Sections 1251, (4) “hazardous materials” as defined by the Hazardous Materials Transportation Actet seq., as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or moldtheir state analogs, and is otherwise regulated by any other federal, state and or local environmental laws (includingstatute, without limitationlaw, RCRAordinance, CERCLAresolution, TSCAcode, HMTA)rule, rulesregulation, regulations and orders, order or decree regulating, relating to to, or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.of

Environmental. With respect to environmental mattersTo Seller's Actual Knowledge, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” set forth on Schedule 3.1(i), each of the following statements are true and correct: (i) there has been no Release As of the Effective Date, neither the Facilities nor Sandhill are the subject of any investigation, judicial, or threat of administrative proceeding concerning, a Release of any Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, Substance. (ii) no portion As of the Property is being used for Effective Date, neither the treatmentFacilities nor Sandhill are the subject of any investigation, storagejudicial, disposal or other handling administrative proceeding concerning violations of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored any Environmental Laws in effect on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Effective Date. (iii) As of the Effective Date, neither the Facilities nor Sandhill are subject to any material remedial, clean-up or monitoring obligations under such Environmental Laws; (iv) As of the Effective Date, Sandhill has in effect, or has applications pending for, all material permits required by applicable Environmental Laws for the operation and ownership of the Facility, and Sandhill is not in violation of the terms and conditions of such permits in any material respects; (v) As of the Effective Date, Sandhill (a) is not subject to any consent decree, compliance order or administrative order issued pursuant to applicable Environmental Laws regarding the Facility, and (b) has not received written notice under the citizen suit provision of any Environmental Law or written request for information, notice of violation, demand letter, administrative inquiry, complaint or claim from any Governmental Entity pursuant to applicable Environmental Laws regarding the Facility; (vi) As of the Effective Date, no underground storage tanks conditions or circumstances exist or have existed from May 18, 2002 to the Effective Date, with respect to off site disposal of any Hazardous Substances pertaining to the ownership, operation or maintenance of any Facility which is regulated under Environmental Law which would impose any liability on Seller, Buyer as the assignee of Seller, or the Ownership Interest to be Purchased, except where the condition or circumstance would not have a Material Adverse Effect; and (vii) As of the Effective Date, no conditions or circumstances exist or have existed from May 18, 2002 to the Effective Date, and no activities are currently located occurring or have occurred from May 18, 2002 to the Effective Date, on or in connection with the Real Property Facility that are resulting or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property have resulted in the possession exposure of any Person to a Hazardous Substance above regulatory thresholds such that Seller, Buyer as the assignee of Seller or Seller’s Affiliatesthe Ownership Interest to be Purchased are reasonably likely to incur liability to such Person for personal injuries, consultantsdamages or death resulting from such exposure, contractors except where the condition, circumstance or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqactivity would not have a Material Adverse Effect.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect As of the date hereof, neither Seller, the Company nor the Partnership has unlawfully disposed of any Hazardous Waste, including any Polychlorinated Biphenyls ("PCBs"), in a manner which has caused, or could cause, Buyer to environmental matters, to Seller’s incur a material liability under applicable law in connection therewith; and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or Seller warrants that the technical equipment included in the area Personal Property does not contain any Hazardous Waste that is required by law to be removed, or, if any equipment does contain Hazardous Waste, that such equipment is stored and maintained in compliance with applicable law. As of the Real Propertydate hereof, except as disclosed Seller, the Company and the Partnership have complied in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance material respects with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by all federal, state and local environmental laws, rules and regulations applicable to the Company and its operations, including but not limited to the Commission's guidelines regarding RF radiation. No Hazardous Waste has been disposed of by Seller, the Company or the Partnership, and, to the best of Seller's knowledge, no Hazardous Waste has been disposed of by any other person, on the Real Property in a condition which requires investigation or remediation pursuant to Environmental Laws. As used herein, the term "Hazardous Waste" shall mean all materials regulated by any federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, Page 8 without limitation, RCRAambient air, CERCLAsurface water, TSCAground water, HMTAland surface or subsurface strata). If Seller learns between the date of this Agreement and the Closing Date that Seller is in breach of the representation and warranty set forth in this Section 2.14 and such breach is attributable to Seller's action or failure to act prior to the Commencement Date (as defined in that certain Local Marketing Agreement, dated August 31, 1995, between ▇▇▇▇▇▇ Broadcasting Corporation and Buyer), rulesSeller shall begin remedial action promptly, regulations if such is required by Environmental Laws, and orders, regulating, relating shall use reasonable best efforts to or imposing liability or standards complete such remedial action to the satisfaction of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingBuyer before the Closing Date.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except For any real estate pledged as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used collateral for the treatmentLoan or where the Borrower is conducting business operations (collectively “the Properly”): (a) At the time Borrower submitted the Loan application, Borrower was in compliance with all local, state, and federal environmental laws and regulations pertaining to reporting or clean-up of any hazardous substance, hazardous waste, petroleum product, or any other pollutant regulated by state or federal law as hazardous to the environment (Contaminant), and regarding any permits needed for the creation, storage, transportation or disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance suppliesany Contaminant; (b) Borrower will continue to comply with these laws and regulations; (c) Borrower, and chlorine and other chemicals for the swimming pool, all of which are stored on its principals, has no knowledge of the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted actual or potential existence of any Contaminant that exists on, at, or under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, including groundwater, other than what was disclosed in connection with the Environmental Investigation of the Property; (d) Until full repayment of the Loan, Borrower will promptly notify Lender and SBA if it knows or existing conditions within the Property suspects that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growththere has been, or may have been, a release of a Contaminant in, at, or under the Property, including groundwater, or if Borrower or such Property are subject to remedy any investigation or enforcement action by any federal, state, or local environmental agency (Agency) pertaining to any Contaminant on, at, or under such conditions that could reasonably be expected Property, including groundwater; (e) As to result in such growthany Property owned by Borrower, Borrower indemnifies, and (vi) except as disclosed on Exhibit Eagrees to defend and hold harmless, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation Lender and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or moldSBA, and is otherwise regulated any assigns or successors in interest which take title to the Property, from and against all liabilities, damages, fees, penalties or losses arising out of any demand, claim or suit by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, any Agency or any other ▇▇▇▇▇ relating to any Contaminant found on, at, or imposing liability under the Property, including groundwater, regardless of whether such Contaminant resulted from Borrower’s operations. (Lender or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”SBA may require Borrower to execute a separate indemnification agreement). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With (a) The operation of the Business by the Subsidiary, the property and assets owned or used by the Subsidiary and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws. The Subsidiary has complied with all reporting and monitoring requirements under all Environmental Laws. The Subsidiary has not received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and the Subsidiary has not been convicted of an offence of non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction. (b) The Subsidiary has obtained all material Environmental Permits necessary to conduct its Business and to own, use and operate its properties and assets, all such Environmental Permits are in full effect, no appeal or other action is pending to revoke any such Environmental Permit and the operation of the Business of the Subsidiary, the property and assets owned by the Subsidiary and the use, maintenance and operation thereof are and, to the knowledge of the Chalice Parties with respect to environmental mattersthe Pre-Cameron Acquisition Period, have been in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, the Subsidiary has filed all applications necessary to Seller’s renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and Indemnitor’s knowledge and except as described the Chalice Parties do not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area respect of the Real PropertySubsidiary. (c) The Subsidiary has, except as disclosed at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits. (d) To the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion knowledge of the Property Chalice Parties, there is being used no reasonable basis upon which the Subsidiary could become responsible for any material clean up or corrective action under any Environmental Laws. (e) All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters relating to the Subsidiary have been made available to First Mining and are contained on the Chalice Datasite. (f) There are no present events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by the Subsidiary with the Environmental Laws as in effect on the date hereof or which may give rise to any liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal disposal, transport or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Propertyhandling, or existing conditions within the Property that could reasonably be expected to result in material liability Release or material costs threatened Release into the indoor or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined outdoor environment by the Resource Conservation and Recovery Act Subsidiary of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingSubstances.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (ia) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area None of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion Issuer Companies has received notice that any of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there Current Hotels is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the moldcompliance with any and all applicable foreign, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"). To the Knowledge of Issuer, the Issuer Companies (i) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective business and (ii) are in material compliance with all terms and conditions of any such permit, license or approval. (b) Except as disclosed in the environmental laws reports listed on Schedule 4.26 attached hereto but based solely on Issuer's examination of such environmental reports, and to the Knowledge of Issuer, the Issuer Companies and the entities from which the Issuer Companies acquired the Current Hotels (including, without limitation, RCRA, CERCLA, TSCA, HMTA"Selling Entities"), ruleshave not at any time, regulations and ordersand, regulatingto the Knowledge of the Issuer, relating no other party has at any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or ▇▇▇▇▇, or be pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, to or imposing liability or standards from the Current Hotels. The Issuer Companies do not intend to use the Issuer Real Property for the purpose of conduct concerning any Hazardous Materials or environmentalhandling, health or safety compliance (collectivelyburying, “Environmental Requirements”). As used in this Contract: “Release” means storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, escapingdumping, leachingtransferring or otherwise disposing of or dealing with Hazardous Materials, except for such Hazardous Materials as may be customarily required in hotel operations, stored and used in the quantities customary for such uses and in compliance with applicable Environmental Laws. (c) Except as disclosed in the environmental reports listed on Schedule 4.26, based solely on the Issuer's examination of such environmental reports, and to the Knowledge of Issuer, there has been no seepage, leak, escape, ▇▇▇▇▇, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of Hazardous Materials into waters on or disposingadjacent to the Issuer Real Property or onto lands from which such hazardous or toxic waste or substances might seep, flow or drain into such waters. (d) None of the Issuer Companies has received notice of any occurrence or circumstance which, with notice or passage of time or both, would give rise to, any claim under or pursuant to any Environmental Law pertaining to hazardous or toxic waste or substances on or originating from the Current Hotels or arising out of the conduct of any such party, including, without limitation, pursuant to any Environmental Law. (e) As used herein, "Hazardous Materials" shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos or any material as defined by any Federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, Environmental Laws, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Resource Conservation and Recovery Act, as amended (41 U.S.C. Section 9601, et seq.) and the regulations adopted and publications promulgated pursuant to each of the foregoing or by any Federal, state or local governmental authority having or claiming jurisdiction over the Current Hotels.

Environmental. With respect 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 environmental mattersconduct the Business. Section 7.19 of the Seller Disclosure Schedule 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 Permits and Environmental Laws except for any non-compliance that has been corrected prior to the date hereof and for any non-compliance arising in the ordinary course of business that can be corrected in the ordinary course of business without material Liability to the Acquired Companies; (c) To Seller's knowledge, none of the Acquired Companies has received any written communication from any Person that alleges that an Acquired Company is not in compliance with all applicable Environmental Laws and Environmental Permits except for any non-compliance that has been corrected prior to the date hereof and for any non-compliance arising in the ordinary course of business that can be corrected in the ordinary course of business without material Liability to the Acquired Companies. (d) There are no Environmental Claims pending, or to Seller’s and Indemnitor’s 's knowledge and except as described threatened, against an Acquired Company, in Exhibit “E,” either case arising out of (i) there has been any Site; (ii) any current or former operations of 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 or their respective predecessors or Affiliates; or (iv) any off-Site location to which Hazardous Materials or materials containing Hazardous Materials were sent for handling, storage, treatment or disposal. (e) To Seller's knowledge, (a) no Release or threat of Release Releases of Hazardous Materials have occurred at, from, in, to, on, or under any Site, and (b) no Hazardous Materials are present in, on, underabout or migrating from any Site, towhich are reasonably likely to give rise to an Environmental Claim that would result in a material Liability to any Acquired Company. (f) To Seller's knowledge, from neither any Acquired Company, any predecessor of any Acquired Company, nor any entity previously owned by any Acquired Company, has transported or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used arranged for the treatment, treatment storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplieshandling, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Propertydisposal, or existing conditions within the Property that could transportation of any Hazardous Material to any off-Site location which is reasonably be expected likely to result in material liability or material costs or expenses to remediate the moldan Environmental Claim against any Acquired Company. (g) To Seller's knowledge, fungal or microbial growththere have been no third-party audits of environmental conditions conducted by, on behalf of, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there which are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller the Company with respect to any Site which have not been made available or Seller’s Affiliatesdelivered to Buyer prior to execution of this Agreement. (h) (i) "Environmental Claims" means all civil and criminal, consultantsadministrative, contractors regulatory or agents. As used judicial actions, suits, demand, demand letters, directives, claims, liens investigations, requests for information, proceedings, notices of noncompliance or violation, or other communication (in this Contract: “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 presence, Release or threatened Release of any Hazardous Materials” means , or (1y) “hazardous wastes” as defined by circumstances forming the Resource Conservation and Recovery Act basis of 1976any violation or alleged violation of, as amended from time to time (“RCRA”)or liability under, (2) “hazardous substances” as defined by the Comprehensive any Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaw or Environmental Permit.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With (i) All facilities and operations of Puno Gold and Minera Puno have been conducted, and are now, in compliance with all Environmental Laws; (ii) Puno Gold and Minera Puno is in the process of applying for all environmental permits that are required to own, lease and operate the Puno Gold Properties and the Puno Gold Mineral Rights at its current stage of development and to conduct their respective business as they are now being conducted; (iii) No environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Puno Gold and Minera Puno and, to the knowledge of Puno Gold, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (iv) Neither Puno Gold nor Minera Puno is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (v) To the knowledge of Puno Gold, there are no changes in the status, terms or conditions of any environmental permits held by Puno Gold or Minera Puno or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Puno Gold or Minera Puno following the Effective Date; (vi) Puno Gold and Minera Puno have made available to Miramont all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (vii) To the knowledge of Puno Gold, Puno Gold and Minera Puno are not subject to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release any past or threat of Release of Hazardous Materials inpresent fact, on, under, to, from condition or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property circumstance that could reasonably be expected to result in material liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or material costs transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” dangerous good as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”in any applicable Environmental Laws), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect Except as set forth in the environmental reports provided to environmental mattersLandlord in connection with Landlord’s acquisition of the Premises, to Seller’s and Indemnitor’s knowledge and except as described would not be reasonably expected to result in Exhibit “E,” a Material Adverse Effect with respect to the use or operation of the Premises, to Tenant’s knowledge: (i) Tenant complies with all Environmental Laws and holds, maintains and complies with permits, licenses or similar authorizations required to construct, occupy, operate or use the Premises under Environmental Laws; (ii) Tenant has not received any written notice from any Governmental Authority alleging or finding a violation of Environmental Law at the Premises that has not been complied with prior to the date hereof; (iii) Except in Permitted Amounts, (x) there has been no and there is no Release or threat threatened Release of any Hazardous Materials at the Premises and (y) Tenant has not and does not use, handle, manufacture, generate, produce, store or process Hazardous Material at the Premises; (iv) Tenant has not received any written claim, demand, lawsuit or other communication from any person or entity (including but not limited to a Governmental Authority) alleging any liability of Tenant for any Release of Hazardous Materials in, on, under, to, from at the Premises that has not been settled or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect otherwise resolved prior to the Property or any portion thereof is pending or threatened, date hereof; (v) except as disclosed on Exhibit “E” there is not currently andTenant has provided or otherwise made available to Landlord all environmental audits, to Seller’s reports, and Indemnitor’s knowledgeassessments concerning the Premises that are in the possession, never has been any mold, fungal custody or other microbial growth in or on the Property, or existing conditions control of Tenant and that were prepared within the Property that could reasonably be expected past sixty (60) days and relating to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and Premises; (vi) except The Premises is currently free and clear of all liens and other encumbrances imposed pursuant to any Environmental Laws; and (vii) Except as specifically disclosed on Exhibit Eto Landlord, there are Tenant has made no reports undertaking, contract or commitment to any Person other documentation regarding the environmental condition than Landlord that would render Tenant responsible for any Release, threat of the Real Property in the possession Release, Corrective Action or violation of Seller any Environmental Laws affecting or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingthe Premises.

Environmental. With respect Except as disclosed in the Coretec Disclosure Letter, or as would not, individually or in the aggregate, result in a Material Adverse Effect on Coretec: (i) Neither Coretec nor any of the Coretec Subsidiaries is in violation of or has violated or has any liability under, any Environmental Law and there are no facts, circumstances or conditions existing, initiated or occurring prior to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described the Effective Date which could result in Exhibit “E,” liability under Environmental Laws. Without limiting the generality of the foregoing: (i) there has been no Release or threat of Release of Hazardous Materials inEnvironmental Condition at, on, under, to, under or from or in the area any of the Real Propertyproperties currently owned, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein leased or operated by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property Coretec or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws Coretec Subsidiary (including, without limitation, RCRAsoils and surface and ground waters) during the period of Coretec’s or the applicable Coretec Subsidiary’s ownership, CERCLAtenancy or operation of such property; (ii) there has been no Environmental Condition at, TSCAon, HMTA)under or from any of the properties formerly owned, rulesleased or operated by Coretec or any Coretec Subsidiary (including, regulations without limitation, soils and orderssurface and ground waters) during the period of Coretec’s or any Coretec Subsidiary’s ownership, regulatingtenancy or operation of such property; (iii) none of the real property currently leased or operated by Coretec or the Coretec Subsidiaries contains underground improvements, relating including but not limited to treatment or imposing liability storage tanks, or standards underground piping associated with such tanks, used currently or in the past for the management of conduct concerning any Hazardous Materials Contaminants, and no portion of such real property is or environmental, health has been used as a dump or safety compliance landfill or consists of or contains filled-in land or wetlands; and (collectivelyiv) neither PCB’s, “toxic mold,” asbestos-containing materials, nor any contamination are present on or in the real property currently or previously owned, operated or leased by Coretec or the Coretec Subsidiaries or the improvements thereon. (ii) Neither Coretec nor any Coretec Subsidiary has received any notice, demand, claim or request for information or other written communication alleging that Coretec or any Coretec Subsidiary (i) is actually, potentially or allegedly liable under any Environmental Requirements”). As used Law for an Environmental Condition, or (ii) may be in this Contract: “Release” means spillingviolation of or have any liability under any Environmental Law. (iii) Coretec and each Coretec Subsidiary has applied for and maintains all Environmental Approvals and Coretec and such Coretec Subsidiaries are in compliance in all material respects with the Environmental Approvals. (iv) Neither Coretec nor any of the Coretec Subsidiaries has arranged, leakingby contract, pumpingagreement or otherwise, pouringfor the transportation, emittingdisposal or treatment of Contaminants at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws, emptyingand no such location, dischargingnor any of the real property currently owned, injectingoperated, escapingor leased by Coretec or any of the Coretec Subsidiaries is listed on any governmental list or database of properties that may require Remediation. (v) No authorization, leachingnotification, dumping recording, filing, consent, waiting period, Remediation or disposingapproval is required under any Environmental Law in order to consummate the Arrangement.

Environmental. With respect to environmental mattersExcept as disclosed on Exhibit 9.20, to Seller’s MedClean has never owned or operated any real property except for leased office space: (a) To the Best Knowledge of MedClean, no real property (or the subsurface soil and Indemnitor’s knowledge and except the ground water thereunder) now or previously leased by MedClean (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of MedClean, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) MedClean is not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) MedClean has not received any written notice and has no actual knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of MedClean, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. MedClean further agrees and covenants that MedClean will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to MedClean's Best Knowledge, threatened, against MedClean, and MedClean knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to MedClean's compliance with environmental laws, regulations, rules, regulations guidelines and ordersordinances. For purposes of this Section 9.20, regulating"Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), relating the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any Texas state or imposing liability local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or standards hazardous substances, transportation of conduct concerning hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.20, "Hazardous Materials Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or environmentalnormal housekeeping or maintenance: (A) fuel oil and natural gas for heating, health or safety compliance (collectivelyB) lubricating, “Environmental Requirements”). As cleaning, coolant and other compounds customarily used in this Contract: “Release” means spillingbuilding maintenance, leaking(C) materials routinely used in the day-to-day operations of an office, pumpingsuch as copier toner, pouring(D) consumer products, emitting(E) material reasonably necessary and customarily used in construction and repair of an office project, emptyingand (F) fertilizers, discharging, injecting, escaping, leaching, dumping or disposingpesticides and herbicides commonly used for routine office landscaping.

Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” : (i) there other than as set out in Schedule F, the Vendor has not received any notice that the Purchased Assets are or have been used in non-compliance with Environmental Laws and, to the Vendor’s Knowledge, since May 25, 2004 no event has occurred that would result in such non-compliance with Environmental Laws; (ii) the Vendor has not used or permitted to be used, except in compliance with all Environmental Laws, the Property to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (iii) in each case to the to the Vendor’s Knowledge, since May 25, 2004 no Hazardous Substance has been no Release or threat of Release of Hazardous Materials inpresent, at, on, underin, tounder or near the Property exceeding levels permitted under Environmental Laws, nor is any Hazardous Substance being, nor has any Hazardous Substance been from such date, Released at, on, in, under or in near the area of the Real PropertyProperty exceeding levels permitted under Environmental Laws, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceand, (ii) since May 25, 2004, no portion part of the Property has been or is being used for the treatment, storage, disposal as a landfill or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, waste site; (iv) other than as set out in Schedule F, to the Vendor’s Knowledge there are no environmental licences, permits, approvals, consents, certificates, registrations or other authorizations under Environmental Laws required in respect of the Property which have not been obtained and maintained in good standing; (v) the Vendor has never been prosecuted for non‑compliance with any Environmental Laws, nor has the Vendor settled any allegation of non‑compliance with any Environmental Laws short of prosecution; (vi) other than as set out in Schedule F, to the Vendor’s Knowledge there is no pending or threatened action, investigation, administrative proceeding, notice, order, notificationdirection, consent order, litigationjudgment, claim, judgment request for information, complaint, demand, administrative inquiry, or settlement penalty under or in respect of any Environmental Laws and relating to or affecting the Vendor or the Property that, (A) alleges a violation by or liability pursuant to any Environmental Laws, (B) results from the presence or Release of any Hazardous Substance, (C) requires any work, repairs or construction or capital expenditures to be made to or with respect to any of the Property, nor (D) could otherwise impede the development, ownership or operation of the Property; (vii) the Vendor has delivered or made available to the Purchaser true and complete copies of all written communications of a material nature dated prior to the date hereof between the Vendor and any Governmental Authority under or relating to any Environmental Laws and pertaining to the Property or the Purchased Assets, if any, and will deliver or make available to the Purchaser forthwith any portion thereof is pending such written communications received by the Vendor after the date hereof and prior to the Closing; (viii) to the Vendor’s Knowledge, since May 25, 2004 there have been no events, conditions, or threatenedcircumstances that could form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any Person or Governmental Authority for which the Vendor could be held liable, with respect to any Hazardous Substances relating to or affecting the Property; (ix) since May 25, 2004 the Vendor has not installed, deposited or placed, (vA) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal underground or other microbial growth surface storage tanks or petroleum based substances in or on the Property, soil or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition subsoil of the Real Property Lands or in the possession ground water exceeding, in the case of Seller or Seller’s Affiliatespetroleum based substances, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”)levels permitted under Environmental Laws, (2B) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, any urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing asbestos, polychlorinated biphenyls or radioactive substances on or in the Property exceeding levels permitted under Environmental Laws; and (x) to the Vendor’s Knowledge there are no environmental diligence reports, environmental impact assessments, or any other environmental reports including consultant reports and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, other materials relating to or imposing liability or standards the Property other than the Environmental Reports, a complete copy of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.each of which has been delivered to the Purchaser;

Environmental. With respect Except as set forth in Section 2.23 of the Disclosure Schedule: (a) To the knowledge of the Company, there are no underground tanks and related pipes regardless of their use or purpose whether active or abandoned at the Real Property. (b) To the knowledge of the Company, there is no asbestos or crystalline silica nor any asbestos or crystalline silica-containing materials used in, applied to environmental mattersor in any way incorporated in any building, structure or other form of improvement on the Real Property and the Company does not sell and has not sold any product containing crystalline silica or that utilizes or incorporates crystalline silica containing materials in any way; provided, however, that this sentence as it relates to Sellercrystalline silica is not applicable to the sieves that are incorporated into the Company’s products. The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos containing materials in any way. (c) The Company and the Company Subsidiary are presently, and for the past five years has been, in compliance in all material respects with all Environmental Laws applicable to the Real Property, formerly owned, leased or operated locations of the business, and to the Company’s and Indemnitorthe Company Subsidiary’s knowledge business operations, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or the Company Subsidiary pursuant to any Environmental Law or that could be the basis for any Liability of any kind for the Company or the Company Subsidiary pursuant to any Environmental Law. (d) Neither the Company nor the Company Subsidiary has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Real Property or formerly owned, leased or operated property, except as described in Exhibit “E,” (i) compliance in all material respects with all applicable Environmental Laws; there has been no Release or threat Threat of Release of any Hazardous Material at the Real Property that requires reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or the Company Subsidiary pursuant to any Environmental Law; and there has been no Release or Threat of Release of any Hazardous Material by the Company, the Company Subsidiary or, to the knowledge of the Company, by any other Person, at property formerly owned or leased by the Company or the Company Subsidiary that requires reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or the Company Subsidiary pursuant to any Environmental Law. (e) Neither the Company nor the Company Subsidiary has (i) entered into or been subject to any consent decree, compliance order or administrative order relating to obligations under any Environmental Law; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or 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) There currently are effective all Permits required under any Environmental Law that are necessary for the Company’s or the Company Subsidiary’s activities and operations at the Real Property and for the Company’s or the Company Subsidiary’s business operations in all material respects (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) the Company and the Company Subsidiary are and have been for the past five years in compliance in all material respects with the terms and conditions of such Permits. (g) Neither the Company nor the Company Subsidiary has assumed, undertaken, agreed to indemnify or otherwise become subject to any Liability of any other Person relating to or arising from any Environmental Law except for indemnifications given by the Company or the Company Subsidiary, in its capacity as lessee under the Real Property Leases, holding applicable lessors harmless from any violation of Environmental Law committed by the Company or the Company Subsidiary in its capacity as lessee. (h) To the knowledge of the Company, the Real Property will not require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law. (i) The Company has delivered, or caused to be delivered, to the Buyer copies of all documents, records and information in its possession or control concerning Environmental Conditions, including previously conducted environmental site assessments, compliance audits, asbestos surveys and documents regarding any Release of Hazardous Materials inat, on, under, to, upon or from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereofformerly owned or leased property, (iv) no spill control plans and environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s agency reports and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqcorrespondence.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 4.1 are the exclusive ----------- representations and warranties of Parent and Company concerning any and all Environmental Matters. Subject to the Company Disclosure Memorandum, Parent and Company, jointly and severally, represent and warrant to Buyer and MedSource that, on the Closing Date: (a) The Company has obtained all material Environmental Permits, including air permits, necessary for the operation of the Business. All such material Environmental Permits are set forth on the Company Disclosure Memorandum. All such Environmental Permits that have been obtained are and on the Closing Date will be in full force and effect and no action to revoke any of them is pending. The Company is in compliance in all material respects with all terms and conditions of such Environmental Permits, and to Parent's Knowledge or to Company's Knowledge, since 1992 has substantially complied in all material respects with the terms of all such Environmental Permits. (b) Neither Parent nor Company has received any Environmental Notice from any Governmental Authority seeking any information or alleging any violation of Environmental Laws, any Environmental Conditions or any Environmental Compliance Liability that could lead to Environmental Liability against the Company exceeding the De Minimis Amount. (c) Since 1992, there are no past or pending or, to Parent's Knowledge or Company's Knowledge, threatened Environmental Claims against the Company or, with respect to environmental mattersthe Business, the Company or the Transferred Assets. Since 1992, neither the Parent nor the Company has received notice of any facts or circumstances which would form the basis for any Environmental Claim against the Company. (d) Since 1992, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) Parent's Knowledge or Company's Knowledge, there has been no Release or threat of Release of a Hazardous Materials in, on, under, toSubstance at, from or on the Leased Premises that could give rise to an Environmental Claim against the Company. (e) Other than as set forth in the area of the Real PropertyCompany Disclosure Memorandum, except as disclosed there have been no environmental investigations, studies, audits, test, reviews or other analyses (which have been reduced to writing) conducted by, on behalf, or are in the reports and documents possession, of Company with respect to the Leased Premises that have not been delivered to Buyer prior to the execution of this Agreement. (f) To Parent's Knowledge or to Company's Knowledge, other than as set forth on Exhibit E attached hereto and incorporated herein by referencein the Company Disclosure Memorandum, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which there are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect Leased Premises. Notwithstanding anything to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used contrary in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by Section 4.1, neither ----------- Parent nor Company make any representations or warranties regarding Environmental Matters from and after the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClosing Date.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters(a) The Company possesses all material Permits and approvals required under, to Seller’s and Indemnitor’s knowledge each is in compliance in all material respects with, all Environmental Laws, and except as described in Exhibit “E,” (i) there the Company is, and the Leased Real Property has been no Release operated in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all Environmental Laws or threat contained in any other Law, or any notice or demand letter issued thereunder. (b) The Company has not entered into or agreed to enter into any consent decree or order, and the Company is not subject to any judgment, decree or judicial or administrative order relating to compliance with, including any Remediation, any applicable Environmental Law. From Company’s date of Release of Hazardous Materials inincorporation to the Closing Date, onthe Company has not been alleged to be in violation of, under, and has not been subject to, from or in the area of the Real Property, except as disclosed in the reports any Action pursuant to applicable Environmental Laws and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplieshas not been required to perform any Remediation. The Company is, and chlorine has been at all times, in material compliance with all Environmental Laws and other chemicals for the swimming pool, all of which there are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment conditions affecting or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result affect the Company or the Assets. (c) Neither the Company nor any of its Affiliates have treated, stored, disposed of, arranged for or permitted the disposal or recycling of, transported, handled or Released any Hazardous Substance in material liability a manner that has given or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result give rise to any Liability, nor is any property owned, leased or operated by the Company now, or in such growththe past, contaminated with any Hazardous Substance in a manner that has given, or could reasonably be expected to give, rise to any Liability. (d) To the Knowledge of the Company, no underground storage tanks or Hazardous Substance disposal facilities are currently present or have in the past existed at any facility owned, operated, or leased (or formerly owned, operated or leased) by the Company and the Company has not closed in place or removed any underground storage tanks or Hazardous Substance disposal facilities from any current or former facility used in the Company’s Business. The Company has in place all training and employee protection programs required by occupational, health, and safety requirements under Environmental Laws. (vie) except The Company has made available true, correct and complete copies of all material reports, studies, or investigations relating to their respective current or former businesses or properties and relating to environmental conditions, liabilities, or compliance matters, Environmental Laws or Hazardous Substances. (f) Except as disclosed set forth on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”Schedule 2.20(f), (2) “hazardous substances” as defined by the Comprehensive Company has not agreed to indemnify anyone for any violations of Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaws.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect (a) The Lessee hereby covenants that it will not cause or permit any Hazardous Substances to environmental mattersbe placed, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release held, located or threat of Release of Hazardous Materials indisposed of, on, under or at the Premises or Common Use Premises, other than in the ordinary course of business and in compliance with all applicable laws. (b) In furtherance and not in limitation of any indemnity elsewhere provided to the Lessor hereunder, the Lessee hereby agrees to indemnify and hold harmless the Lessor and the City of Wichita from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessor or the City of Wichita by any person or entity for or arising out of the presence on or under, toor the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during any term of this lease of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys’ fees, costs of any settlement or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property claims asserted or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by arising under the Comprehensive Environmental Response, Compensation and Liability Act Act, any federal, state or local so- called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability, including strict liability, or standards of 1980 conduct concerning, any hazardous substance) (42 U.S.C. 9601 et seq“Environmental Laws”) if such presence, escape, seepage, leakage, spillage, discharge, emission was caused by the Lessee, or persons within the control of the Lessee, its officers, employees, agents, and/or licensees, or if such Hazardous Substance was owned by, or placed on the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, omission or release, except to the extent such escape, seepage, leakage, spillage, discharge, omission or release was caused by the Lessor). (c) If, during the term of this Agreement, the Lessee receives any written notice of (i) the happening of any event involving the use (other than in the ordinary course of business and in compliance with all applicable laws), as amended by spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time premises or in connection with the Lessee’s operations thereon or (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6ii) any substance whose presence is detrimental written complaint, order, citation or hazardous notice with regard to health air emissions, water discharges, or any other environmental, health, or safety matter affecting the environment, Lessee (an “Environmental Complaint”) from any persons or government authority responsible for enforcing Environmental Laws (including, without limitation), microbial the United States Environmental Protection Agency (the “EPA”) or fungal matter the Kansas Department of Health and Environment (“KDHE”), the Lessee shall immediately notify the Lessor in writing of said notice. (d) If Lessee fails to address timely and in accordance with Environmental laws any spill, release, leak, seepage, discharge or moldcleanup of any Hazardous Substance caused by Lessee, or persons within the control of Lessee, its officers, employees, agents and/or licensees, the Lessor shall have the right, but not the obligation, and is without limitation of the Lessor’s other rights under this Agreement, to enter the Premises and Preferential Use Premises, at an appropriate time so as to cause the least impact on ▇▇▇▇▇▇’s business, and to take such other actions as deemed necessary or advisable by the government agency responsible for enforcing Environmental Laws or by the Lessor in its reasonable determination of its responsibilities as the owner of the property to inspect, clean up, remove, resolve or minimize the impact of, or to otherwise regulated deal with, any such Hazardous Substance. Lessee shall reimburse Lessor for all reasonable costs incurred under this provision by federalthe Lessor in the exercise of the rights hereunder within 90 days of written demand by ▇▇▇▇▇▇ (together with supporting documentation). (e) If an event of default under this Article 27 shall have occurred and be continuing beyond any applicable notice and cure periods, the Lessee at the request of the Lessor shall periodically perform (at the Lessee’s expense) an environmental audit and, if reasonably deemed necessary by the Lessor, an environmental risk assessment (each of which must be reasonably satisfactory to the Lessor) of the premises, or the hazardous waste management practices and/or hazardous waste disposal sites used by the Lessee with respect to the leased premises. Such audit and/or risk assessment shall be conducted by an environmental consultant satisfactory to the Lessor. Should the Lessee fail to perform any such environmental audit or risk assessment within 90 days of the written request of the Lessor, the Lessor shall have the right, but not the obligation, to retain an environmental consultant to perform any such environmental audit or risk assessment. All reasonable costs and expenses incurred by the Lessor in the exercise of such rights shall be payable by the Lessee within thirty (30) days of demand (together with supporting documentation) in the event such audit or assessment reveals a violation by Lessee of its obligations under this Article 27. (f) Neither Lessee nor Lessor shall install or permit to be installed in the premises friable asbestos, electrical equipment containing polychlorinated biphenyls (PCBs), or any substance containing asbestos and deemed hazardous by federal or state regulations applicable to the premises and local environmental laws respecting such material. The Lessee shall defend, indemnify, and save the Lessor and the City of Wichita harmless from all costs and expenses (including consequential damages) asserted or proven against the Lessor by any person, as a result of the presence of said substances, and any removal or compliance with such regulations, to the extent said substance was installed by the Lessee, or persons within its control. (g) Subject to any limitations or restrictions imposed by the Kansas Budget Law or Cash Basis Law, the Lessor hereby agrees to indemnify and hold harmless the Lessee from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessee by any person or entity for, arising out of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during the term of this Agreement and the period prior to the term of this Agreement of any Hazardous Substance (including, without limitation, RCRAany losses, CERCLAliabilities, TSCAreasonable attorneys' fees, HMTA)costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, rulesCompensation and Liability Act, regulations and ordersany federal, state or local so-called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order of decree regulating, relating to or imposing liability liability, including strict liability, or standards of conduct concerning any Hazardous Materials hazardous substance) unless such presence, escape, seepage, leakage, spillage, discharge, emission or environmentalrelease was caused by the Lessee, health or safety compliance persons within the control of the Lessee, its officers, employees, agents, business invitees and/or licensees. (collectivelyh) Lessor shall grant to Lessee and its agents or contractors such access to the leased premises as is reasonably necessary to accomplish the Lessee’s requirements and obligations under this Article. If actions required of Lessee are not accomplished by the expiration of the lease term, “Environmental Requirements”). As used in Lessee shall be obligated to pay rent to Landlord to the extent the premises are impacted by Lessee’s failure to complete such activities until such time as Lessee completes Lessee's requirements or obligations under this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingArticle. (i) The provisions of this article shall survive the termination of this Agreement.

Environmental. With respect to environmental mattersSeller covenants and agrees that: (a) all uses and operations on or of the Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Real Property in violation of Environmental Laws by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (c) there shall be no Hazardous Substances in, on or under the Property caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller, except those that are both (A) in compliance with all Environmental Laws and, to the extent required thereby, with permits issued pursuant thereto and (B) have been disclosed to Buyer in writing on or before the date of this Agreement; (d) Seller shall, at its sole cost and expense, keep the Real Property free and clear of all liens and encumbrances on the Real Property imposed pursuant to any Environmental Law, whether due to any act or omission of Seller or any other person (the “Environmental Liens”); (e) Seller shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Real Property pursuant to any good faith request from Buyer made in connection with a reasonable belief by Buyer that an environmental issue may exist at the Property (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) and share with Buyer the reports and other results thereof, and Buyer shall be entitled to rely on such reports and other results thereof; (f) Seller shall, at its sole cost and expense, comply with all reasonable written requests of Buyer to (I) effectuate Remediation of any environmental condition that violates an Environmental Law (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from the Property directly caused by Seller’s , tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (II) comply with any Environmental Law applicable to the Property; (III) comply with any directive applicable to or relating to the Real Property from any Governmental Authority to remediate an environmental condition caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; and/or (IV) take any other reasonable action necessary or appropriate for protection of human health or the environment relating to the Property; (g) Seller shall not, or affirmatively permit or allow, and Indemnitor’s knowledge Seller shall, at its sole cost and except as described expense, take reasonably necessary steps to prevent any owner, tenant or other permitted user of the Real Property from taking, any act that increases the dangers to human health or the environment in Exhibit “E,” any material respect, poses an unreasonable risk of harm to any Person on the Property, impairs or is reasonably likely to impair the value, use or utility of such Property, is contrary to any requirement of any insurer providing coverage for the Property or Seller, violates any covenant, condition, agreement or easement applicable to the Property; (h) Seller shall promptly commence and diligently perform to completion all work required to be undertaken under all Legal Requirements in connection with the occupancy and/or use of the Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (i) there has been no Seller shall, at its sole cost and expense, obtain Buyer's prior written consent to any contract relating to environmental matters at the Property, which consent shall not be unreasonably withheld; (j) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of the Property at concentrations exceeding ambient air levels or visible Toxic Mold on any building materials or surfaces at the Real Property for which any 3119.001/132866 17 779613.06-LACSR02A - MSW Governmental Authority recommends or requires removal thereof by remediation professionals, Seller shall, at its sole cost and expense, immediately remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with all applicable Legal Requirements and guidelines, following which abatement of the Toxic Mold, Seller shall prepare and implement (or cause to be prepared and implemented) an Operations and Maintenance Plan for Toxic Mold and Moisture acceptable to Buyer and in accordance with the guidelines issued by the National Multifamily Housing Council or guidelines applicable to commercial and office property; (k) Seller shall reasonably promptly notify Buyer in writing if Seller becomes aware of (1) any presence or Release or threat of threatened Release of Hazardous Materials Substances in, on, under, from or migrating towards the Property or into any buildings on the Property; (2) any non-compliance with any Environmental Laws related in any way to the Property; (3) any actual or potential Environmental Lien encumbering or potentially encumbering the Property; (4) any required or proposed Remediation of environmental conditions applicable to the Property; and/or (5) any written notice or other communication from any source whatsoever (including, but not limited to, any Governmental Authority) or oral notice from or in the area any Governmental Authority of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of which Seller becomes aware relating to the Property is being used for the treatment, storage, disposal and relating in any way to Hazardous Substances or other handling Remediation of Hazardous Materials thereof, possible liability of any person pursuant to any Environmental Law, other environmental conditions in connection with the Property or machinery containing Hazardous Materials other than standard amounts any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section; and (l) upon the discovery by Seller of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored any underground storage tanks on the Property during Seller's excavation or construction work with regard to the Property, give Buyer prompt written notice thereof and upon the request of Buyer, in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsits sole but good faith discretion, including without limitation Environmental Requirements, (iii) no remove such underground storage tanks are currently located on or from the Property in accordance with all Environmental Laws. “Legal Requirements” means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities in connection with Environmental Laws affecting the Real Property or any portion part thereof or the construction, use, alteration or operation thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending part thereof, whether now or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s hereafter enacted and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqforce.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental mattersExcept as disclosed on Exhibit 11.20, to Seller’s the Acquiring Companies have never owned or operated any real property except for leased office space: (a) To the Best Knowledge of the Acquiring Companies, no real property (or the subsurface soil and Indemnitor’s knowledge and except the ground water thereunder) now or previously leased by the Acquiring Companies (the "Leased Premises") either contains any Hazardous Substance (as described in Exhibit “E,” hereinafter defined) or has underneath it any underground fuel or liquid storage tanks; (ib) To the Best Knowledge of the Acquiring Companies, there has been no Release generation, transportation, storage, treatment or threat disposal of Release of any Hazardous Materials inSubstance on or beneath the Leased Premises, on, under, to, from now or in the area past; (c) the Acquiring Companies are not aware of any pending or threatened litigation or proceedings before any court or administrative agency in which any person alleges, or threatens to allege, the Real Propertypresence, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencerelease, (ii) no portion threat of the Property is being used for the treatmentrelease, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located placement on or in the Real Property Leased Premises, or the generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance; (d) the Acquiring Companies have not received any written notice and has no actual knowledge that any Governmental Authority or any portion thereofemployee or agent thereof has determined or alleged, (iv) no environmental investigationor is investigating the possibility, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” that there is not currently and, to Seller’s and Indemnitor’s knowledge, never or has been any moldpresence, fungal release, threat of release, placement on or other microbial growth in or on the PropertyLeased Premises, or existing conditions within any generation, transportation, storage, treatment or disposal at the Property that could reasonably be expected to result in material liability Leased Premises, of any Hazardous Substance; (e) To the Best Knowledge of the Acquiring Companies, there have been no communications or material costs agreements with any Governmental Authority or expenses to remediate the moldagency (federal, fungal or microbial growthstate, or to remedy such conditions that could reasonably be expected to result in such growth, and (vilocal) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller any private person or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws entity (including, without limitation, RCRAany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, CERCLArelease, TSCAthreat of release, HMTA)placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. the Acquiring Companies further agrees and covenants that the Acquiring Companies will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and (f) There is no litigation, proceeding, citizen's suit or governmental or other investigation pending, or, to the Acquiring Companies' Best Knowledge, threatened, against the Acquiring Companies, and the Acquiring Companies know of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to the Acquiring Companies' compliance with environmental laws, regulations, rules, regulations guidelines and ordersordinances. For purposes of this Section 11.20, regulating"Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), relating the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any Texas state or imposing liability local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or standards hazardous substances, transportation of conduct concerning hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 11.20, "Hazardous Materials Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or environmentalnormal housekeeping or maintenance: (A) fuel oil and natural gas for heating, health or safety compliance (collectivelyB) lubricating, “Environmental Requirements”). As cleaning, coolant and other compounds customarily used in this Contract: “Release” means spillingbuilding maintenance, leaking(C) materials routinely used in the day-to-day operations of an office, pumpingsuch as copier toner, pouring(D) consumer products, emitting(E) material reasonably necessary and customarily used in construction and repair of an office project, emptyingand (F) fertilizers, discharging, injecting, escaping, leaching, dumping or disposingpesticides and herbicides commonly used for routine office landscaping.

Environmental. With respect to environmental mattersWithout limitation of the foregoing, to Seller’s the best knowledge of Grantor after due and Indemnitor’s knowledge diligent inquiry and except as described specifically disclosed to the Beneficiary in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials inthat certain Phase I Environmental Assessment Report prepared by C&E Environmental, onLLC, underdated December 1, to2004, from or in Project No. 04.0490, covering the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for and Grantor are not in violation of or subject to any existing, pending or, to the treatmentbest knowledge of Grantor, storagethreatened investigation or inquiry by any governmental authority or to any remedial obligations under any Applicable Laws pertaining to health, disposal safety or other handling of Hazardous Materials the environment (such Applicable Laws as they now exist or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable hereafter enacted and/or amended hereinafter sometimes collectively called “Applicable Environmental Requirements and do not exceed limits permitted under applicable lawsLaws”), including without limitation the Comprehensive Environmental RequirementsResponse, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthCompensation, and Liability Act of 1980, as amended (vi“CERCLA”) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by and the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “and this representation would continue to be true and correct in all material respects following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property and Grantor. Grantor has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Property by reason of any Applicable Environmental Laws. Grantor has taken all commercially reasonable steps to determine and has determined that no hazardous substances” as defined by substances or solid wastes have been disposed of or otherwise released on or to the Comprehensive Property in violation of Applicable Environmental Response, Compensation Laws. The use which Grantor makes and Liability Act intends to make of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by Property will not result in the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil disposal or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers release of any hazardous substance or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental solid waste on or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”)Property. As used in this Contract: Deed of Trust, the term “Releaserelease” means spillingshall have the meaning specified in CERCLA, leakingthe terms “solid waste” and “disposal” (or “disposed”) shall have the meanings specified in RCRA, pumpingand the term “hazardous substance” shall mean (i) any “hazardous substance” as defined in CERCLA and regulations promulgated thereunder, pouring(ii) any “hazardous waste” as defined in RCRA and regulations promulgated thereunder, emitting(iii) any petroleum, emptyingincluding crude oil or any fraction thereof which is not otherwise specifically listed or designated as a hazardous substance under the definition of hazardous substance in CERCLA as well as natural gas, dischargingnatural gas liquids, injectingliquified natural gas, escapingor synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), leachingand other petroleum products and by-products (iv) formaldehyde, dumping urea, polychlorinated biphenyls, radon, and “source”, “special nuclear” and “by-product” material as defined in the Atomic Energy Act of 1985, 42 U.S.C. §§ 3011 et seq., (v) any material defined as hazardous or disposingtoxic under any statute or regulation of the State of Texas or any agency thereof and (vi) any other material or substance which is toxic, ignitable, reactive or corrosive and which is regulated by any Applicable Environmental Law; provided, (i) all such terms shall be deemed to include all similar terms used in any Applicable Environmental Laws or regulations thereunder (including by way of example, but not limitation, pollutant, contaminant, toxic substance, discharge and migration), and (ii) to the extent that any Applicable Environmental Laws or regulations thereunder are amended so as to broaden the meaning, or otherwise establish a meaning, for “hazardous substance,” “release,” “solid waste,” or “disposal” (or “disposed”), or any similar terms, which is broader than that specified above, such broader meaning shall apply.

Environmental. With respect 16.1 So far as the Seller is aware, the Sale Group currently complies with all Environmental Laws in all material respects insofar as they relate to environmental mattersthe Business and, so far as the Seller is aware, has so complied during the Relevant Period. 16.2 Copies of material Environmental Approvals (excluding for the avoidance of doubt any approvals, consents or the permissions required under the Electricity Act 1989) held by the members of the Sale Group necessary for the carrying on of the Business as now carried on (“Environmental Approvals”) and commissioned during the Relevant Period are attached to Seller’s the Disclosure Letter. So far as the Seller is aware, all such Current Environmental Approvals are in full force and Indemnitor’s knowledge effect and except are being complied with in all material respects. 16.3 So far as described the Seller is aware, all Environmental Approvals (excluding for the avoidance of doubt any approvals, consents or permissions required under the Electricity Act 1989) necessary for the Business as now carried on have been obtained. No member of the Sale Group has received any written notice during the Relevant Period which is still outstanding from any third party (including any Competent Authority) nor is the Seller aware of any facts or circumstance: 16.3.1 indicating that there are investigations, enquiries or proceedings outstanding or pending against any member of the Sale Group that are likely to result in Exhibit “E,” (i) there has been no Release the suspension, cancellation, refusal, variation, amendment or threat revocation of Release any Current Environmental Approval; 16.3.2 alleging or claiming that any member of Hazardous Materials in, on, under, to, from the Sale Group will be liable under Environmental Law to undertake or pay for any material remediation including any material remediation required to be undertaken at or in the area vicinity of the Real Property; and/or 16.3.3 indicating that any litigation or arbitration, except administrative, regulatory or criminal proceedings as disclosed are described in paragraph 16.4 are pending or threatened against the Sale Group or that such proceedings are likely to be brought against the Sale Group. 16.4 No member of the Sale Group is engaged in any litigation or arbitration, administrative, regulatory, or criminal proceedings involving any liability arising under or pursuant to any Environmental Law, whether as plaintiff, defendant or otherwise. 16.5 There are no material environmental audit reports or any material environmental assessments relating to the assets and business of the Sale Group prepared in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, last twelve (ii12) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials months other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of those which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or have been supplied in the Real Property Data Room or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect are attached to the Property Disclosure Letter. 16.6 So far as the Seller is aware, no physical works or any portion thereof is pending physical upgrades to the Facility (other than as provided for in the Accounts or threatened, (vCompletion Balance Sheet) except as disclosed on Exhibit “E” there is not currently and, are reasonably anticipated in the next 15 months in order to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, comply with Environmental Laws or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports maintain or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive obtain any Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqApproval.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect No harmful substances (Schadstoffe) have been let (einlassen), have seeped (einsickern), have been stored (einlagern) or otherwise have been put (einbringen) into the ground (Erdreich), water (Grundwasser und Oberflachenwasser) and air (Luft) ▇▇ any of the property, owned, leased or used by the Companies and no such substances have been on such property in violation of any applicable laws. All harmful substances have been dealt with (umgehen), stored (lagern) and disposed of (entsorgen) in 29 compliance with all Environmental Laws and Environmental Permits applicable from time to time when any such action has been taken. The Companies are in compliance with all Environmental Laws and Environmental Permits. All waste products generated by the Companies are disposed of in compliance with applicable Environmental Laws in effect now or at the time of such disposal, and, where applicable, pursuant to and in accordance with all Environmental Permits. There is no liability, whether asserted or unasserted, fixed or contingent, relating to the real estate property, owned, leased or used by the Companies which results from any environmental matters, including, the use, discharge, disposal, storage, accumulation, transport, leakage, spillage or other actions by the Companies with respect to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there any harmful or toxic substances, hazardous waste or other pollutants, contaminants or nuisances. No claim has been no Release made with respect to the operation of facilities of the Companies resulting from any harmful substance, hazardous waste or threat of Release of Hazardous Materials in, on, under, to, from any asbestos or similar materials used in the area construction thereof and there is no valid basis for any such claim. For purposes of this Article: (a) the Real Propertyterm "ENVIRONMENTAL LAW(S)" means any law, except statute, regulation, ordinance, rule, order, decree, judgement, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any government of any country in which the properties owned, leased or used by the Companies are located, or any state or political subdivision thereof and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in such country, which relates to or otherwise imposes liability or standard of conduct concerning discharges, emissions, releases or threatened releases of noises, odours or any pollutants, contaminants or hazardous or toxic wastes, substances or materials, whether as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencematter of energy, (ii) no portion of the Property is being used for the into ambient air, water, or land, or otherwise relating to manufacture, processing, generation, distribution, use, treatment, storage, disposal disposal, cleanup, transport or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning suppliespollutants, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Propertycontaminants, or existing conditions within the Property that could reasonably be expected to result in material liability hazardous or material costs toxic wastes, substances or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”)materials; (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.and

Environmental. With respect Except as listed in Schedule 4.13: (a) The Subsidiaries are in material compliance with applicable Environmental Laws (including as a result of so called "grandfather provisions" specified therein) and Environmental Permits, and are in material compliance with applicable Health and Safety Laws, except in each case to environmental mattersthe extent such failure is not reasonably expected to have a Material Adverse Effect. (b) The Subsidiaries possess all material Environmental Permits which are required for the operation of their respective businesses as now being conducted, including the possession of such Environmental Permits permitted as a result of so called "grandfather provisions" specified therein, except to the extent such failure is not reasonably expected to have a Material Adverse Effect. (c) None of the Subsidiaries has received any written communication alleging that any Subsidiary currently is not or was not since January 1, 1995, in compliance with applicable Environmental Laws or Environmental Permits (d) There is no Environmental Claim pending or, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in's knowledge, onthreatened, under, to, from or in the area against any of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, Subsidiaries. (iie) no portion None of the Property Subsidiaries has received any written communication alleging that any of the Properties is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored currently listed on the Property in strict accordance with applicable National Priorities List or the Comprehensive Environmental Requirements Response, Compensation and do not exceed limits permitted Liability Information System, both promulgated under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.)1980, as amended ("CERCLA") or any comparable state or foreign list. 34 (f) None of the Subsidiaries has received any written notice from any Person with respect to any Off-Site Facility, of potential or actual liability or a written request for information from any Person under or relating to CERCLA or any comparable state or local law. (g) There are currently no Hazardous Substances used, generated, treated, stored, transported, disposed of, or handled by the Superfund Amendment and Reauthorization Act Subsidiaries at any of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined the Properties except in material compliance with applicable Environmental Laws or Environmental Permits. Furthermore, there have not been any Hazardous Substances historically used, generated, treated, stored, transported, disposed of, or handled by the Toxic Subsidiaries in violation of Environmental Laws in effect at the time such use, generation, treatment, storage, transportation, disposal or handling occurred. To Seller's knowledge there are no Hazardous Substances Control Actexisting on, under or about any of the Properties in violation of, or prohibited by, any Environmental Laws. (h) There are no underground storage tanks located on the Properties. All underground storage tanks previously located at the Properties and not present thereat as amended from of the date hereof were removed in accordance with all Environmental Laws in effect at the time to time of such removal. (“TSCA”), (4i) “hazardous materials” as defined by For the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards purposes of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.Agreement:

Environmental. With respect Seller has not, in connection with its business or assets, generated, used, transported, treated, stored, released or disposed of, or to its knowledge, suffered or knowingly permitted anyone else to generate, use transport, treat, store, release or dispose of any Hazardous Substance (as defined below) on the Owned Real Property or the Leased Premises in violation of any applicable environmental matterslaw; (b) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance on the Owned Real Property or the Leased Premises which has created or might reasonably be expected to create any material liability under any applicable environmental law or which would require reporting to or notification of any governmental entity; (c) to the knowledge of Seller, no asbestos or polychlorinated biphenyl or underground storage tank is contained in or located on the Owned Real Property or the Leased Premises; and (d) any Hazardous Substance handled or dealt with in any way on the Owned Real Property or the Leased Premises has been and is being handled or dealt with in all material respects in compliance with all applicable environmental laws. Seller and the Stations are in compliance in all material respects with all environmental, health and safety laws applicable to the Owned Real Property, the Leased Premises and the Station Assets. There is no action, suit or proceeding pending or, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of threatened against Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment Stations that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health asserts that Seller or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning Stations have violated any Hazardous Materials or environmental, health or safety compliance (collectivelylaws applicable to the Owned Real Property, Leased Premises or Station Assets. “Environmental Requirements”). As used in this Contract: “ReleaseHazardous Substance” means spillingsubstances that are defined or listed in, leakingor otherwise classified pursuant to, pumpingany applicable laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation of any applicable environmental law intended to define, pouringlist or classify substances by reason of deleterious properties such as ignitibility, emittingcorrosiveness, emptyingreactivity, dischargingradioactivity, injectingcarcinogenicity, escapingreproductive toxicity and petroleum and drilling fluids, leachingproduced waters and other wastes associated with the exploration, dumping development, or disposingproduction of crude oil, natural gas or geothermal energy. Seller has delivered to Buyer true and complete copies of all environmental reports and assessments in its possession that are applicable to the Real Property or the Stations.

Environmental. With (a) The Purchased Business, the 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, the Leased Property or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (c) To the knowledge of 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 prior to prosecution. There are no written notices, orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying the Vendor or the Company that it is or may be responsible for, any work, repairs, construction or material capital expenditures to be made under Environmental Laws with respect to environmental mattersthe Purchased Business, its assets, the Leased Property, or the Premises. Neither the Vendor nor the Company has ever received a written claim or notice and otherwise has no knowledge of potential liability or actual liability, relating to Seller’s and Indemnitor’s 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 and except as described in Exhibit “E,” (i) there has been no Release or threat of the Vendor, any Release of any Hazardous Materials Substance on, in, on, under, toaround, from or in connection with the area of Leased Property or the Real Property, except as disclosed in Premises or the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal Purchased Business or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located any such Release on or in the Real Property from a facility which was previously owned or leased, or any portion thereofsuch Release, (iv) no environmental investigationto the Vendor's knowledge, administrative order, notification, consent order, litigation, claim, judgment on or settlement from a facility owned or operated by any third party but with respect to which the Property 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 portion thereof is pending other environmental or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s occupational health and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth safety matter in or on connection with the Leased Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health Premises or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposingPurchased Business.

Environmental. With The only representations and warranties given in respect to environmental mattersEnvironmental 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 Seller’s constitute, directly or indirectly, a representation and Indemnitor’s knowledge 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 except by Article IX. (a) Except as described in Exhibit “E,” set forth on Schedule 5.10(a)-1, (i) to Seller's Knowledge, Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being conducted, (ii) to Seller's Knowledge, with respect to the 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. <PAGE> Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business. (b) Except as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. (c) Except as set forth on Schedule 5.10(c), (i) to Seller's Knowledge, there is and has been no Release or threat of Release of Hazardous Materials from, in, on, underor beneath the Real Property that could form a basis for an Environmental Claim, toand (ii) there are no Environmental Claims related to the Purchased Assets or the Business, from which are pending or, to Seller's Knowledge, threatened against Seller. (d) Seller has made available to Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the area possession or reasonable control of the Real Property, except Seller. (e) Except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceSchedule 5.10(e), (ii) no portion Seller has not entered into any settlements with any of its insurance carriers in connection with the clean-up of any of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect manufactured gas plant sites related to the Property Purchased Assets or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqAssumed Obligations.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect Seller has not conducted any business therefor is in compliance with all Environmental Laws. None of the operations of Seller or the Acquisition Assets are the subject of federal, state or local investigation evaluating whether any remedial action is needed to environmental mattersrespond to a release of any Hazardous Substance or toxic waste or constituent into the environment. Seller has not (and no other Person has) filed any notice under any federal, to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there state or local law indicating that Seller is responsible for the release into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, or that any such substance, waste or constituent has been no Release or threat of Release of Hazardous Materials in, on, under, to, released from or is improperly stored upon the Acquisition Assets or land on which they are situated. To Seller's knowledge, Seller does not otherwise have any liability or contingent liability in connection with any violation of Environmental Laws or in connection with the area release or threatened release into the environment or the improper storage of any Hazardous Substance or toxic waste or constituent related to the Real PropertyAcquisition Assets. All notices, except as disclosed permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceoperations of Seller related to the Acquisition Assets, (ii) no portion of the Property is being used for the including, without limitation, present or past treatment, storage, disposal or other handling release of a Hazardous Materials Substance or machinery containing Hazardous Materials other than standard amounts of cleaning suppliestoxic waste into the environment, equipment maintenance supplieshave been duly obtained or filed, and chlorine Seller is in compliance with the terms and other chemicals for conditions of all such notices, permits, licenses and similar authorizations. To Seller's knowledge, there has been no release or threatened release of any Hazardous Substances or toxic waste on or from the swimming pool, all Acquisition Assets or the land on which they are situated that either (a) is not in compliance with Environmental Laws or (b) could create an obligation or liability of which are stored on the Property in strict accordance with applicable Seller under Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports storage tanks or other documentation regarding containers on or under any from the Acquisition assets or the land on which they are situated from which Hazardous Substances or other contaminants may be released into the surrounding environment. No claims are pending or threatened by third parties against Seller or Seller alleging liability for exposure to Hazardous Substances in connection with the Acquisition Assets. There have been no environmental condition of the Real Property investigations, studies, audits, reviews or other analyses conducted by or which are in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by regarding from the Resource Conservation and Recovery Act of 1976, as amended from time Acquisition Assets which have not been delivered to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqPurchaser.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect Except as disclosed in the McLaren/Hart Phase I Site ▇▇▇▇ssment of the Chico Community Hospital Acute Care Facility (October 29, 1997) obtained by Buyer relating to the Assets (the "Environmental Reports"): (a) Seller is currently, and at all times has been, in compliance with all Environmental Laws (as defined below) except where failure to comply with such Environmental Laws would not have a material adverse effect on the Business; (b) Seller has all permits, authorizations or other approvals required under environmental matterslaws to operate the Assets and the Real Property, and is in compliance with all such permits, authorizations and approvals except where failure to Seller’s and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release comply with such permits, authorizations or threat of Release of Hazardous Materials inapprovals, on, under, to, from individually or in the area aggregate, would not have a material adverse effect on the Business; (c) Seller has not generated, handled, stored, disposed of or released any Hazardous Substance (as defined below) on any of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance compliance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsLaws except where failure to comply with such Environmental Laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on individually or in the Real Property or any portion thereofaggregate, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is would not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or have a material adverse effect on the Property, or existing conditions within the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and Business; (vid) except as disclosed on Exhibit E, there There are no reports polychlorinated biphenyls (PCBs) or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliatestransformers, consultantscapacitors, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers ballasts or other equipment that contains dielectric fluid containing polychlorinated biphenyls and PCBs at levels in excess of fifty parts per million (650 ppm) present, constructed, placed, deposited, stored, disposed of or located on the Real Property; (e) There are currently no aboveground or underground storage tanks for the storage of Hazardous Substances located on the Real Property, and, to the best knowledge of Seller, there have never been any substance whose presence such aboveground or underground storage tanks located on the Real Estate Property; (f) Seller has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Seller is detrimental not in full compliance with Environmental Laws. There is no Environmental Claim (as defined below) pending or hazardous threatened against Seller or with respect to health the Assets. (g) There are no present or, to the best of Seller's knowledge, past actions, activities, circumstances, conditions, events or the environmentincidents, including, without limitation, microbial the generation, storage, release, emission, discharge, presence or fungal matter or mold, and is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards disposal of conduct concerning any Hazardous Materials Substance, that could form the basis of any Environmental Claim against Seller under any Environmental Law in effect at any time at or environmentalprior to the Closing. (h) The inclusion of any item disclosed in SCHEDULE 3.17 and the inclusion of the reference to the Environmental Reports hereinabove does not constitute an admission by Seller, health Paracelsus or safety compliance (collectively, “Buye▇ ▇▇▇▇ ▇▇▇ matters disclosed in such schedule or Environmental Requirements”)Report constitutes a violation of any Environmental Law. As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.The following terms shall have the following meanings: