Common use of Environmental Clause in Contracts

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:

Environmental. No notice has been served on Seller Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any lawreasonably be expected to have a Material Adverse Effect, regulation, ordinance or code, or requiring (i) the Company is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property Company has made all filings and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained provided all permits, authorizations, and licenses and caused all notifications to be made as notices required by under all applicable Environmental Laws. To , and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the knowledgeCompany, information (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and belief (c) to the knowledge of the SellerCompany, there is no Proceeding, notice or demand letter or request for information threatened against the Property Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is not contaminated listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Material Materials are being released (as defined below) in violation at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of such Environmental Lawsthe Company, and Seller has not received none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any notice, whether written Release of Hazardous Materials originating or oral, emanating from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:property.

Environmental. No notice has been served on Seller or (a) Except to the Principals from extent that any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerfollowing, Seller is individually or in full compliance the aggregate, would not result in a Material Adverse Effect on the Company (i) the Company and its subsidiaries comply and have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, groundwater, surface water, buildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (iv) neither the Company nor any subsidiary is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) neither the Company nor any subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company or any subsidiary is or may be in violation of such or liable under any Environmental LawsLaw, and Seller has not received (vi) neither the Company nor any noticesubsidiary is subject to any order, whether decree, injunction or other written directive of any Governmental Authority or oral, from is subject to any indemnity or other agreement with any person that Seller or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Property is Company and its subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by Company or its subsidiaries, or any of the subject assets (including real property) or businesses of any investigation predecessors of Company or proceeding pertaining its subsidiaries that could reasonably be expected to result in any damages or liabilities to the presence of Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the release ownership, use or threatened release transfer of any Hazardous Material in violation of applicable Environmental Laws, the assets of the Company or any claim subsidiary arising from, based on, under or relating pursuant to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring The Sold Companies are in material compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsall, and licenses and caused all notifications to be made as required by all applicable have not violated in any material respects any, material Environmental Laws. To the knowledgeThe Sold Companies possess and comply in all material respects with all, information and belief have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Sold Companies has received any written notice, or to the Knowledge of Seller, other communication that any such Permit will be revoked, not re-issued, or materially modified in a manner adverse to the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental LawsSold Companies, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence Knowledge of Seller there is no basis for such written notice or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Lawscommunication. There are no underground Actions pending or, to the Knowledge of Seller, threatened against or above ground tanks affecting, the Sold Companies (i) alleging any violation of or storage vessels presently liability under any Environmental Law, or (ii) arising out of the presence or release of any substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”), that, in each case under clauses (i) and (ii), could reasonably be expected to materially and adversely affect the Sold Companies. None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly used operated by any of them and, to the Knowledge of Seller, no Materials of Environmental Concern are otherwise present at or affecting any property operated by the Sold Companies or any other location (including any facility for the storage treatment, storage, or disposal of Materials of Environmental Concern), in each case, under such circumstances or under such conditions that could reasonably be expected to result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any Hazardous Material present at of them. None of the PropertySold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. True and correct copies of Seller has made available to Buyer all written environmental reportsinvestigations, including but not limited tostudies, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections conducted for environmental analyses in the possession of Seller by independent, unrelated third persons and related to the Property current business of any Sold Company or Seller’s operations onany property or facility leased by any Sold Company since August 26, at2011. As used herein, “Environmental Laws” means any applicable Laws and Orders relating to protection of the environment, or relating protection of human health and safety as may be affected by exposure to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Materials of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Concern.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller or received by any of the Principals from any entityDebtors, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors, Seller is (b) each Debtor has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws other than future costs, Seller liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has obtained all permitsproduced, authorizationsstored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and licenses and caused all notifications no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be made as required by all applicable Environmental Laws. To the knowledgeexpected to give rise to any cost, information and belief liability or obligation of any of the SellerDebtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the Property is not contaminated by any Hazardous Material (as defined below) in violation end of such Environmental Lawsthe productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and Seller (e) there are no agreements in which any of the Debtors has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving the PropertyEnvironmental Laws that remains unresolved other than future costs, or the compliance or noncompliance liabilities and obligations associated with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present remediation at the Property. True and correct copies end of all written environmental reportsthe productive life of a well, including but facility or pipeline that has produced, stored or transported hydrocarbons, which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that date hereof. Notwithstanding the same are generality of any other representations and warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to Environmental Laws or Hazardous Materials.

Environmental. Except as set forth on Schedule 4.19, each Company has complied and is in compliance with all Environmental Laws. Each Company has obtained and complied with, and is in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of its businesses. All such required Permits are set forth on Schedule 4.19. No notice Company has been served on Seller received any written or the Principals from oral notice, report or other information regarding any entity, governmental body actual or individual claiming any alleged violation of any law, regulation, ordinance or codeEnvironmental Law, or requiring compliance with any lawLiabilities or potential Liabilities, regulationincluding any investigatory, ordinance remedial or codecorrective obligations, demanding payment relating to it or contributionits facilities arising under any Environmental Law. Except as set forth on Schedule 4.19, for environmental damage or injury to natural resources. To the knowledge, information and belief none of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership following exists at any property or facility currently owned or operated by any Company and none of the Property and Seller’s operations onfollowing existed at any property or facility previously owned or operated by any Company at or before the time the Company ceased to own or operate such property or facility: (i) underground storage tanks, at(ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or relating to (iv) landfills, surface impoundments or disposal areas. No Company has treated, stored, disposed of, arranged for or permitted the Property. Without limitation of disposal of, transported, handled or released any of the foregoingsubstance, Seller has obtained all permitsincluding any Hazardous Substance, authorizations, or owned or operated any property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowSubstance) in violation a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or cleanup, or notification to or Consent of such any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws. No Company has, and Seller has not received either expressly or by operation of law, assumed or undertaken any noticeLiability, whether written including any obligation for corrective or oralremedial action, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or other Person relating to any environmental condition at Environmental Law. No facts, events or involving conditions relating to the Propertypast or present facilities, properties or the operations of any Company will prevent, hinder or limit continued compliance or noncompliance with any Environmental Laws. There are no underground Law, give rise to any investigatory, remedial or above ground tanks corrective obligations pursuant to any Environmental Law, or storage vessels presently or formerly used for the storage of give rise to any Hazardous Material present at the Property. True and correct copies of all written environmental reportsother Liabilities pursuant to any Environmental Law, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or any relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession onsite or offsite releases or threatened releases of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayhazardous materials, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowsubstances or wastes, and if the same are not timely curedpersonal injury, Buyer shall have the right to rescind this Agreement property damage or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:natural resources damage.

Environmental. No notice Except as disclosed on Exhibit 3.10, Borrower warrants and represents to Lenders, that: (i) Borrower has been served on Seller or undertaken all appropriate inquiry and investigation as to the Principals from environmental condition of each Property; (ii) each Property and Borrower, and any entityoccupants of the Property, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring are in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury and shall continue to natural resources. To the knowledge, information and belief of the Seller, Seller is be in full compliance with all applicable Environmental Laws; (iii) each Property is not and has never been used to generate, handle, treat, store or dispose of Hazardous Materials in excess of De Minimis Amounts or otherwise in violation of any Environmental Laws; (iv) no Hazardous Materials (including asbestos, mold or lead paint in any form) in excess of De Minimis Amounts are located on or under any Property or emanate from any Property or have been disposed of, stored or treated on or about any Property; (v) there are no unregistered underground storage tanks on the Property that are subject to any underground storage tank registration laws or regulations; (vi) no notice has been received with regard to any Hazardous Material on any Property; (vii) no action, investigation or proceeding is pending or to Borrower’s knowledge threatened which seeks to enforce any right or remedy against Borrower or any Property under any Environmental Law; (viii) neither Borrower nor any occupant of the Property, is subject to any remedial obligations as to the Property under Environmental Laws (as defined below) relating to Hazardous Materials, health or the ownership environment; (ix) Borrower has not, nor will Borrower, release or waive the liability of any previous owner, lessee or operator of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to party who may be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to potentially responsible for the presence of or the release or threatened release removal of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving from the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage nor has it made promises of any indemnification regarding Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to on the Property or Seller’s operations onto any party, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are except as contained herein and in the possession of the Seller. If Seller is found Loan Documents; and (x) all licenses, permits and other governmental or regulatory actions necessary for each Property to not be in compliance comply with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit Environmental Laws shall be immediately refunded to Buyer obtained and the parties maintained and Borrower shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:assure compliance therewith.

Environmental. No notice Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller received by any of the Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened which allege a violation of or liability under any lawEnvironmental Laws (including with respect to exposure to Hazardous Materials), regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors or their Subsidiaries, Seller is (b) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors or their Subsidiaries that has given rise or would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws, Seller (d) to the Knowledge of the Company, no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief none of the Seller, Debtors or their Subsidiaries has arranged for or permitted the Property is not contaminated by any disposal of Hazardous Material (as defined below) at any location in violation a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of such any of the Debtors or their Subsidiaries under any Environmental Laws, and Seller (e) no agreements in which any of the Debtors or their Subsidiaries has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving Environmental Laws that remains unresolved. Notwithstanding the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage generality of any Hazardous Material present at the Property. True other representations and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to Environmental Laws.

Environmental. No notice has been served on Seller As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the Principals from environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any entityof the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, governmental body or individual claiming any as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any lawEnvironmental Law or is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks have been or are now located at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storage, regulationtreatment or disposal of hazardous or toxic wastes or materials, ordinance or codechemical wastes, or requiring compliance with any lawother toxic substances, regulation, ordinance or code, demanding payment or contribution, except for environmental damage or injury to natural resources. To the knowledge, information storage and belief disposal of such wastes and materials in the ordinary course of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership business of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all Facilities in accordance with applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated nor has any Facility ever been listed by any Hazardous Material (federal, state or county agency or governmental official as defined below) in violation of such Environmental Lawscontaining any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and Seller has not received (d) no hazardous substances or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any notice, whether written Facility or oralany portion thereof, from any person that Seller source whatsoever, or the Property is the subject of are now located at any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material Facility, in violation of applicable Environmental LawsLaws (including, any claim arising fromwithout limitation, based onasbestos, radon, oil or relating other petroleum products, PCBs and urea formaldehyde). Prior to any environmental condition at or involving Closing, Magellan agrees to notify the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Purchaser promptly of any Hazardous Material present at fact of which the Property. True Seller acquires actual knowledge which would cause this representation to become false and correct copies of all any written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent notice that the same are Seller receives regarding the matters set forth in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:subsection (t).

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. (i) To the Company's knowledge, information the businesses as presently or formerly engaged in by the Company and belief of the Seller, Seller is its Subsidiary are and have been conducted in full compliance in all material respects with all applicable Environmental Laws (as defined below), including, without limitation, having all required material permits, licenses and other approvals and authorizations, during the time the Company or its Subsidiary engaged in such businesses, (ii) to the Company's knowledge, the properties presently or formerly owned or operated by the Company and its Subsidiary (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any Hazardous Substance other than as permitted under applicable Environmental Law (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties), (iii) neither the Company nor its Subsidiary has received any notices, demand letters or request for information from any Federal, state, local or foreign governmental entity or any third party indicating that the Company or its Subsidiary may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or its Subsidiary's businesses, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or, to the Company's knowledge, threatened against the Company or its Subsidiary with respect to the Company, its Subsidiary or the Properties relating to the ownership of the Property and Seller’s operations on, atany violation, or relating to the Property. Without limitation alleged violation, of any of the foregoingEnvironmental Law, Seller has obtained all permits(v) no reports have been filed, authorizations, and licenses and caused all notifications or are required to be made as required filed, by all applicable Environmental Laws. To the knowledge, information and belief of Company or its Subsidiary concerning the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at the Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Properties during the time such Property was owned or operated by the Company or its Subsidiary, other than as permitted under applicable Environmental LawsLaw or other than as would not be material to the Company and its Subsidiary taken as a whole, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or its Subsidiary relating to the Company, its Subsidiary or the Properties which have not been delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or its Subsidiary (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, the representations in this subsection (viii) are limited to the period the Company or its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Property presently owned or operated by the right to request Seller to cure the same in like manner as provided in Section 9 belowCompany or its Subsidiary, and if no asbestos has been removed from any Property while such Property was owned or operated by the same Company or its Subsidiary, (x) none of the Properties has been used at any time by the Company or its Subsidiary as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor its Subsidiary has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties) are not timely curedpresently subject to, Buyer shall have the right any material liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller received by the Company, New Seadrill or any of their Subsidiaries or other Debtors, and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened which allege a violation of or liability under any lawEnvironmental Law, regulationin each case relating to the Company, ordinance New Seadrill or codeany of their Subsidiaries or other Debtors, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (b) each of the SellerCompany, Seller is New Seadrill or any of their Subsidiaries and other Debtors has received (including timely application for renewal of the same) and maintains in full compliance force and effect all environmental permits, licenses, certificates and other approvals, and maintains all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2015 has been, in compliance with the terms of such permits, licenses, certificates and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership of the Property and Seller’s operations on, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by the Company, New Seadrill or any of their Subsidiaries or other Debtors that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingCompany, Seller New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations that are asset retirement obligations to be incurred in the ordinary course of business and that are specified in the Exchange Act Documents, (d) no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, treated, stored or handled by (or on behalf of) the Company, New Seadrill or any of their Subsidiaries or other Debtors, and licenses and caused all notifications no Hazardous Material has been transported to or Released at any location, in each case, in a manner that would reasonably be made as required by all applicable Environmental Laws. To the knowledgeexpected to give rise to any cost, information and belief liability or obligation of the SellerCompany, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations incurred in the Property is not contaminated by any Hazardous Material (as defined below) in violation ordinary course of such Environmental Lawsbusiness, and Seller (e) there are no agreements in which any of the Debtors has not received expressly assumed or undertaken responsibility for any notice, whether written known or oral, from any person that Seller reasonably likely liability or the Property is the subject obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving the PropertyEnvironmental Laws that remains unresolved, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that date hereof. Notwithstanding the same are generality of any other representations and warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 3.20 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters arising under this Agreement. For purposes of this Agreement:Environmental Laws.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 4.1(u) of the SellerDisclosure Schedule, Seller is (i) the businesses as presently or formerly engaged in full by the Company and its subsidiaries are and have been conducted in compliance in all material respects with all applicable Environmental Laws (as defined below), including having all permits, licenses and other approvals and authorizations, during the time the Company (or such subsidiary) engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company or any subsidiary of the Company (including soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) ("Company Properties") do not contain any Hazardous Substance (defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made other than as required by all permitted under applicable Environmental Laws. To , (iii) neither the knowledge, information and belief Company nor any subsidiary of the SellerCompany has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity or any third party indicating that the Property is not contaminated by Company or any Hazardous Material (as defined below) subsidiary of the Company may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of such Environmental Lawsthe Company's or any of its subsidiaries' businesses, and Seller has not received (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against the Company or any notice, whether written subsidiary of the Company with respect to the Company or oral, from any person that Seller subsidiary of the Company or the Property is the subject Company Properties relating to any violation, or alleged violation, of any investigation Environmental Law, (v) no reports have been filed, or proceeding pertaining are required to be filed, by the presence Company or any subsidiary of or the release or threatened Company concerning the release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at Company Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any Company Property during the time such Company Property was owned or operated by the Company or any subsidiary of the Company, other than as permitted under applicable Environmental LawsLaw, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or any subsidiary of the Company relating to the Company or any subsidiary of the Company or the Company Properties which have not been delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Company Properties and no underground storage tanks have been closed or removed from any Company Properties while such Company Property was in the ownership of the Company or any subsidiary of the Company, (ix) there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Company Property presently owned or operated by the right to request Seller to cure Company or any subsidiary of the same in like manner as provided in Section 9 belowCompany, and if no asbestos has been removed from any Company Property while such Company Property was owned or operated by the same Company or any subsidiary of the Company, (x) none of the Company Properties has been used at any time by the Company or any subsidiary of the Company as a sanitary landfill or hazardous waste disposal site, and (xi) neither the Company nor any subsidiary of the Company has incurred, and none of the Company Properties are not timely curedpresently subject to, Buyer shall have the right any liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice has been served Except as described on Seller or Schedule 3.06: (i) to the Principals from any entity, governmental body or individual claiming any violation Knowledge of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller the Real Property is in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, except where the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications failure to be made in compliance would not have a material adverse effect on the Purchased Assets, taken as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material a whole; (as defined belowii) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, notification within the three-year period preceding the date of this Agreement from any person that Seller Governmental Entity with respect to any current material violations of or liability under any Environmental Laws concerning the Property is Purchased Assets; (iii) to the subject Knowledge of Seller, there are no claims, actions, suits or Legal Proceedings pending or threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the Purchased Assets; (iv) to the Knowledge of Seller, there has been no Release or threatened Release at, on, under or from the Purchased Assets of any investigation Hazardous Materials except such matters as would not reasonably be expected to have a material adverse effect on the Purchased Assets, taken as a whole; (v) to the Knowledge of Seller, there are no facts or proceeding circumstances that could reasonably be expected to result in the imposition of liability pursuant to Environmental Law upon Buyer with respect to the Purchased Assets, except such matters as would not reasonably be expected to have a material adverse effect on the Purchased Assets, taken as a whole; (vi) Seller has provided to Buyer copies of the reports and investigations within its possession or control regarding the environmental condition of the Purchased Assets that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and complete list of all material Environmental Permits pertaining to the presence Project; (viii) Seller currently has all material Environmental Permits that are required for the operation of or the release or threatened release Project as presently operated, all of any Hazardous Material which are in full force and effect; and (ix) to the Knowledge of Seller (a) Seller is not in violation of applicable any terms or conditions of any such Environmental Permit, other than any such violation, breach or default that would not reasonably be expected to have a material adverse effect on Seller, the Project or the Purchased Assets, (b) no written notice of a pending violation of any material Environmental Permit has been received by Seller, and (c) no proceeding is pending or threatened to revoke, prevent the renewal of, or limit any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True Conditions and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Permits.

Environmental. No notice has To the knowledge of the Transferor or except as disclosed in writing in the environmental studies provided by Transferee to Transferor or known to Transferee in its environmental reports received as of Closing Date: (a) Hazardous Materials have not been served on Seller generated, used, treated or stored on, or transported to or from any of the Units by the Transferor or the Principals from Company except as used or stored in compliance with all Environmental Laws; (b) Hazardous Materials have not been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any entityproperty adjoining the project site for the Project, governmental body or individual claiming except such releases which do not violate any Environmental Laws; (c) the Transferor and the Company hold, and are in substantial compliance with, all Permits currently required by Environmental Laws, and the Transferor and the Company have not received any written notice of any violation of any lawEnvironmental Law that has not heretofore been resolved; (d) neither the Transferor nor the Company has received any written request for information, regulationnor been notified that it is a potentially responsible party, ordinance under any Environmental Law with respect to any on-site location relating to the ownership, operation or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief maintenance of the Seller, Seller is in full compliance with all applicable Project or the Units; and (e) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (as defined below“Environmental Claims”) relating against the Company or, in relation to the ownership Project or the Site, the Transferor. Except as disclosed to the Transferee in writing, to the knowledge of Transferor or known to Transferee in its environmental reports received as of Closing Date there are no facts or circumstances, conditions, pre-existing conditions or occurrences affecting the Project or the Units or any other assets or properties of the Property and Seller’s operations onCompany known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, atthe Company, its assets or properties, the Project or the Units, or relating (b) to cause the Property. Without limitation of Company, its assets or properties, the Project or the Units to be subject to any restrictions on the ownership, occupancy, use or transferability of the foregoingCompany, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Sellerits assets or properties, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller Project or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with Units under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (a) Except as disclosed in Section 4.21(a)(i) of the SellerDisclosure Schedule, Seller is in full compliance with all applicable Environmental Laws (i) neither the Company nor any of its predecessors has used, distributed, stored, serviced, repaired, managed, maintained, disposed or otherwise handled any PCBs or PCB Items (as defined belowby 40 CFR 761.3), (ii) no Hazardous Substances are present at or have been Released or threatened to be Released from, onto or under any of the properties currently leased or owned by the Company (including soils, groundwater, surface water, buildings or other structures), except in material compliance with Environmental Laws, (iii) no Hazardous Substances were present at or Released or threatened to be Released from, onto or under any of the properties currently owned, formerly owned or leased by the Company or any of its predecessors during the period of such ownership, lease, operation or use, except in material compliance with Environmental Laws, (iv) no storage tanks (underground, above ground or otherwise) are present at any of the properties currently owned or leased, operated or otherwise used by the Company, (v) neither the Company nor any of its predecessors is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (vi) the Company is not subject to any indemnity or other agreement with any Person relating to Hazardous Substances, (vii) there are no circumstances or conditions involving the Company or businesses previously owned, leased, operated or otherwise used by the Company, or to the Knowledge of the Company, any of the Company Assets and the Owned Real Property or businesses of any predecessors of the Company that are likely to result in any Adverse Consequences to the Company arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the Company Assets arising under or pursuant to any Environmental Law, and (viii) Seller has provided to Purchaser (A) copies of all material reports in the custody or control of the Company, including “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the ownership environmental condition of the Property Company or the compliance of the Company with Environmental Laws and Seller’s operations on(B) documentation, atif applicable, or relating showing the compliance of the Company with any financial responsibility requirements of any applicable Environmental Laws. Except as described in Section 4.21(a)(ii) of the Disclosure Schedule, to the Property. Without limitation Knowledge of the Company, the Company’s products and inventory, including purchased components, cables, are fully compliant with the Restriction of Hazardous Substances, European Commission Directive 2002/95/EC, including the effect of the Deca polybrominated diphenyl ethers prohibition becoming effective June 30, 2008, (“RoHS”) where required, and to the extent the Company is not compliant with any of the foregoing, Seller the Company has obtained all permits, authorizations, and licenses and caused all notifications to be made recorded appropriate reserves for any inventory impaired as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation a result of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:non-compliance.

Environmental. No notice Except as set forth on Section 4Q of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries (a) has received any material written communication from, or been subject to a material claim asserted in writing by, any third party (including, without limitation, a governmental authority), or (b) to the knowledge of the Company, has been served on Seller subject to any material investigation by a governmental authority, that, in the case of (a) or (b) above, alleges that the Principals from Company or any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring its Subsidiaries is not in material compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws and which allegation has not been resolved, (as defined belowii) relating to the ownership of the Property Company and Seller’s operations onits Subsidiaries hold, atand are in material compliance with, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all material permits, authorizations, and licenses and caused all notifications governmental authorizations required to be made as required obtained by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Company or its Subsidiaries under Environmental Laws, and Seller the Company and its Subsidiaries are in material compliance with all Environmental Laws; (iii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has not received treated, stored, disposed of, arranged for or permitted the disposal of, transported or released any noticesubstance, whether written pollutant, contaminant or oralwaste in a manner or location that has given rise to, from or that is reasonably likely to give rise to, material claims or material liabilities under Environmental Laws for environmental site investigation or cleanup, corrective action, other response action, or damages or injuries to persons, property or natural resources; (iv) with respect to properties or facilities currently or formerly owned, leased or operated by the Company or any person that Seller of its Subsidiaries during such Company’s or any of its Subsidiaries’ ownership, lease or operation, there has been no release or threat of a release by the Property is Company or any of its Subsidiaries, or, to the subject Company’s knowledge, by others, of any hazardous substance, pollutant, contaminant or waste where such release or threat of a release has given rise to, or that is reasonably likely to give rise to, any material liability for environmental site investigation or proceeding pertaining cleanup, corrective action, other response action or damages or injuries to the presence of persons, property or the release or threatened release of any Hazardous Material in violation of applicable natural resources under Environmental Laws, ; and (v) no Liens arising under Environmental Laws are recorded against any claim arising from, based on, property owned or relating to leased by the Company or any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Lawsof its Subsidiaries. There are no underground or above ground tanks or storage vessels presently or formerly As used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer term “Environmental Laws” means the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the parties shall be discharged from all further obligation Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, and any other foreign, federal, provincial, state or local laws, regulations or ordinances regulating or imposing standards of conduct or liability under this Agreement. For purposes relating to pollution or protection of this Agreement:the environment or worker health and safety as the foregoing are enacted and in effect on or prior to the Closing.

Environmental. No notice has been served on Seller Except as would not reasonably be expected to have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation a Material Adverse Effect: (a) the Company and each of any law, regulation, ordinance or code, or requiring its Subsidiaries are in compliance with any lawall, regulationand have not violated any, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below); (b) relating the Company and each of its Subsidiaries possess and comply with, and have not violated any, Permits required under Environmental Law for their respective operations as currently and since the beginning of the last complete fiscal year prior to the ownership date hereof have been conducted, and neither the Company nor any of its Subsidiaries has received any notice that, and to the Knowledge of the Property and Seller’s operations onCompany there is no basis for any such Permit to be revoked, atnot re-issued, or relating adversely modified; (c) there are no Actions pending or, to the Property. Without limitation Knowledge of the Company, threatened against or affecting, the Company or any of the foregoingits Subsidiaries alleging any violation of or liability (i) under any Environmental Law, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief or (ii) arising out of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written presence or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”); (d) neither the Company nor any of its Subsidiaries is subject to or affected by any Order under any Environmental Law or regarding any Materials of Environmental Concern; (e) neither the Company nor any of its Subsidiaries has released any Materials of Environmental Concern at any property currently or formerly owned or operated by any of them and, to the Knowledge of the Company, no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company or any of its Subsidiaries or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in violation such circumstances or under such conditions that could reasonably be expected to result in liability to the Company or any of applicable its Subsidiaries pursuant to Environmental Laws or adversely affect any of them; and (f) neither the Company nor any of its Subsidiaries has assumed or retained, by contract or, to the Knowledge of the Company, by operation of Law, any liability under Environmental Laws or regarding any Materials of Environmental Concern. As used herein, “Environmental Laws, any claim arising from, based on” means Laws and Orders relating to protection of the environment, or relating protection of human health and safety as may be affected by environmental conditions or by exposure to any environmental condition at or involving the Property, or the compliance or noncompliance with any Materials of Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Concern.

Environmental. No notice (a) Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries and each of the Mining Operations is and has been served on Seller in compliance with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws; (ii) the Company and each of its Subsidiaries, directly or through the Principals from any entityContractors possesses, governmental body or individual claiming any violation of any lawhas possessed and is and has been in compliance in all material respects with all applicable Environmental Permits; (iii) there are no Actions pending or, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Knowledge of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating threatened against either the Company or any of its Subsidiaries or to the ownership Knowledge of the Property and Seller’s operations on, at, Seller either of the Contractors alleging that the Company or relating to the Property. Without limitation any of its Subsidiaries or any of the foregoingMining Operations is in violation of or has any Liability under Environmental Laws or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, Seller has obtained all permitsfrom, authorizationsin, to, on, or under any Site and licenses no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the Company and caused all notifications to be made as required by all its Subsidiaries under applicable Environmental Laws. To ; (v) neither the knowledge, information and belief Company nor any of its Subsidiaries nor to the Knowledge of the SellerSeller either of the Contractors has transported or arranged for the treatment, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawsstorage, and Seller has not received any noticehandling, whether written disposal or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release transportation of any Hazardous Material to any location which has resulted or could result in violation of applicable Environmental Lawsa material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, any claim arising fromenvironmental investigations, based onstudies, audits, tests, reviews or other analyses conducted by, on behalf of, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller is found Company or any of its Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to not be in compliance with this Section 7(sany Site, other than the Environmental Site Assessment dated March 8, 2010 by Xxxx X. Xxxx Company Mining and Geological Consultants made available to Purchaser; (vii) in except for the Contract Mining Agreements, neither the Company nor any wayof its Subsidiaries has, Buyer shall have either expressly or by operation of Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or waive such defectconsent of any Governmental Authority (except with regard to the transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Seller’s Disclosure Schedule, which defects may only be waived in writing. In neither the event Buyer elects to thus rescind this AgreementCompany nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (B) underground storage tanks, or (C) asbestos-containing material at the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Real Property.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller or received by any of the Principals from any entityDebtors, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors, Seller is (b) each Debtor has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws other than future costs, Seller liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has obtained all permitsproduced, authorizationsstored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and licenses and caused all notifications no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be made as required by all applicable Environmental Laws. To the knowledgeexpected to give rise to any cost, information and belief liability or obligation of any of the SellerDebtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the Property is not contaminated by any Hazardous Material (as defined below) in violation end of such Environmental Lawsthe productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, and Seller (e) there are no agreements in which any of the Debtors has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving the PropertyEnvironmental Laws that remains unresolved other than future costs, or the compliance or noncompliance liabilities and obligations associated with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present remediation at the Property. True and correct copies end of all written environmental reportsthe productive life of a well, including but facility or pipeline that has produced, stored or transported Hydrocarbons, which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that date hereof. Notwithstanding the same are generality of any other representations and warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to Environmental Laws or Hazardous Materials.

Environmental. No notice has been served on Seller (a) Except as disclosed in Section 2.17(a) of the Company Disclosure Letter or in the Environmental Reports (as hereinafter defined): (i) the Company and its subsidiaries are in compliance in all material respects with, and have no material liabilities arising under, applicable Laws and common law pertaining to the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the Principals environment (“Environmental Laws”); (ii) neither the Company nor its subsidiaries have received written, or to the knowledge of the Company, oral, notice from any entity, governmental body Governmental Authority or individual claiming other third party of any alleged material violation of or material liability under any lawEnvironmental Law that remains unresolved, regulationincluding, ordinance without limitation, any written notice that any of them or codeany of their predecessors is or may be a potentially responsible party in respect of, or requiring compliance with may otherwise bear any lawmaterial liability for, regulation, ordinance any actual or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws threatened Release (as defined below) relating of Hazardous Substance at any site or facility that is, has been or could reasonably be expected to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar or analogous federal, state, provincial, territorial, municipal, county, local or other domestic or foreign list, schedule, inventory or database of Hazardous Substance sites or facilities; (iii) there is no litigation or other proceeding pending, or, to the ownership knowledge of the Property and Seller’s operations onCompany, at, threatened against the Company or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable its subsidiaries under any Environmental Laws. To the knowledge, information and belief Law; (iv) none of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels properties presently or formerly used for owned or operated by the storage Company or any of its subsidiaries (including, without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or any Hazardous Material present other chemicals at concentrations above normal background conditions (“Environmental Contamination”); (v) chemicals and wastes disposed or otherwise released by the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Company or any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:of

Environmental. No notice Except as set forth on Schedule 5.19, to the Seller’s Knowledge, the Company, the Subsidiary and each of their predecessors have complied and is in compliance with all Environmental Laws. Each of the Company and the Subsidiary has been served on Seller obtained and complied with, and is in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither the Company nor the Subsidiary has received a written or the Principals from oral notice, report or other information regarding any entity, governmental body actual or individual claiming any alleged violation of any law, regulation, ordinance or codeEnvironmental Law, or requiring compliance with any lawLiabilities or potential Liabilities, regulationincluding any investigatory, ordinance remedial or codecorrective obligations, demanding payment relating to it or contribution, for environmental damage or injury to natural resourcesits facilities arising under any Environmental Law. To the knowledgeSeller’s Knowledge, information and belief none of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to following exists at any property or facility currently owned or operated by either the ownership Company or the Subsidiary and none of the Property and Seller’s operations onfollowing existed at any property or facility previously owned or operated by the Company, atthe Subsidiary or any of their predecessors at or before the time the Company, the Subsidiary or any of their predecessors ceased to own or operate such property or facility: (a) underground storage tanks (other than an underground storage tank, which was removed in 1989 or 1990, which was formerly at the property currently leased by the Company located at 0000 Xxxx Xxxxxx, Xxxxxxxx), (b) asbestos-containing material in any form or condition, (c) materials or equipment containing polychlorinated biphenyls, or relating to (d) landfills, surface impoundments or disposal areas. None of the Property. Without limitation of Company, the Subsidiary or any of their predecessors has treated, stored, disposed of, arranged for or permitted the foregoingdisposal of, Seller has obtained all permitstransported, authorizationshandled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowsuch substance) in violation of such a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental LawsLaw. Neither this Agreement nor the Transactions will result in any Liability for site investigation or cleanup, and Seller has not received any notice, whether written or oral, from any person that Seller notification to or the Property is the subject Consent of any investigation or proceeding pertaining Person, pursuant to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground Neither the Company nor the Subsidiary has, either expressly or, to the Seller’s Knowledge by operation of law, assumed or above ground tanks undertaken any Liability, including any obligation for corrective or storage vessels presently or formerly used for the storage remedial action, of any Hazardous Material present at other Person relating to any Environmental Law. To the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations onKnowledge, atno facts, events or conditions relating to the Property have been made available to Buyer for copying and/or inspection to past or present facilities, properties or operations of either the extent that Company or the same are in the possession of the Seller. If Seller is found to not be in Subsidiary will prevent, hinder or limit continued compliance with this Section 7(s) in any wayEnvironmental Law, Buyer shall have the right give rise to request Seller any investigatory, remedial or corrective obligations pursuant to cure the same in like manner as provided in Section 9 belowany Environmental Law, and if the same are not timely curedor give rise to any other Liabilities pursuant to any Environmental Law, Buyer shall have the right including any relating to rescind this Agreement onsite or waive such defectoffsite releases or threatened releases of hazardous materials, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreementsubstances or wastes, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation personal injury, property damage or liability under this Agreement. For purposes of this Agreement:natural resources damage.

Environmental. No notice has been served (a) Except as set forth in Schedule 4.07 or as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Seller NMD or the Principals from any entity, governmental body Assets or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information Operations related thereto: (i) the Assets and belief of the Seller, Seller is Operations related thereto are in full compliance with all applicable Environmental Laws Laws; (as defined belowii) relating to the ownership knowledge of the Property and Seller’s operations onNMD, at, or relating no circumstances exist with respect to the Property. Without limitation Assets and the Operations related thereto that give rise to an obligation by NMD to investigate, remediate, monitor or otherwise address the presence, on‑site or offsite, of Hazardous Materials under any applicable Environmental Laws, except as is currently being performed under applicable law or permit requirements; (iii) the Assets and the Operations related thereto are not subject to any pending or, to the knowledge of NMD, threatened, claim, action, suit, investigation, inquiry or proceeding, and, to the knowledge of NMD, there is no existing state of facts or circumstances that would be reasonably likely to give rise to any of the foregoing, Seller has obtained under any Environmental Law (including, without limitation, designation as a potentially responsible party under CERCLA or any similar local or state law); (iv) all notices, permits, permit exemptions, licenses or similar authorizations, and licenses and caused all notifications if any, required to be made as required by all applicable obtained or filed under any Environmental Laws. To Law in connection with the knowledge, information Assets and belief of the Seller, Operations related thereto (the Property is not contaminated by any Hazardous Material “Environmental Permits”) have been duly obtained or filed and are valid and currently in full force and effect; (as defined belowv) in violation of such Environmental Laws, and Seller there has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened been no release of any Hazardous Material into the environment by NMD or in violation of connection with the Assets and the Operations related thereto, except in compliance with all applicable Environmental Laws, ; (vi) there has been no exposure of any claim arising from, based on, person or relating property to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at in connection with the PropertyAssets and the Operations related thereto, except as would not reasonably be expected to give rise to a claim, action, suit or proceeding by or on behalf of such person or property; (vii) NMD has maintained all environmental and operating documents and records associated with the Assets and the Operations related thereto in the manner and for the time periods each Environmental Law requires. True and correct copies of all written environmental reportsExcept as would not, including but not limited toindividually or in the aggregate, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditshave, or other assessmentsreasonably be expected to have, reportsa Material Adverse Effect on the Assets or the Operations related thereto, inspections conducted for Seller by independenteach of the Environmental Permits is valid and in full force and effect, unrelated third persons and related no violation thereof has been experienced, noted or recorded and there are no legal proceedings pending or, to the Property knowledge of NMD, threatened to revoke or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession limit any of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Permits.

Environmental. No notice has been served on Seller or (a) Except to the Principals from extent that any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerfollowing, Seller is individually or in full compliance the aggregate, would not result in a Material Adverse Effect on the Company (i) the Company and its subsidiaries comply and have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, groundwater, surface water, buildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (iv) neither the Company nor any subsidiary is subject to any liability or obligation in violation of such Environmental Lawsconnection with Hazardous Substances present at any location owned, and Seller leased, operated or otherwise used by any third party, (v) neither the Company nor any subsidiary has not received any notice, whether written demand, letter, claim or oral, from request for information alleging that the Company or any person that Seller subsidiary is or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material may be in violation of applicable or liable under any Environmental LawsLaw, (vi) neither the Company nor any subsidiary is subject to any order, decree, injunction or other directive of any governmental authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any claim arising fromassets (including real property) or businesses previously owned, based onleased, operated or otherwise used by Company or its subsidiaries, or relating any of the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the assets of the Company or any subsidiary arising under or pursuant to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served on Seller Except as set forth in the Questionnaires, other than in De Minimis Amounts or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating Laws, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on any of the Premises by Debtor or its Affiliates or, to the ownership best of the Property and Seller’s operations onDebtor's knowledge, at, or relating to the Property. Without limitation by any prior owner of any of the foregoingPremises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, Seller other than in De Minimis Amounts, no Release or Threatened Release has obtained all permitsoccurred at or on any of the Premises while in the possession and control of the Debtor and its Affiliates or, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the best of Debtor's knowledge, information while in the possession and belief control of any prior owner of any of the SellerPremises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, the Property is not contaminated activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any Hazardous Material (as defined below) past or ongoing alterations or improvements at each of the Premises, are and have been at all times in violation of such compliance with all Environmental Laws, except such non-compliance which would not reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, no further action is required to remedy any Environmental Condition or violation of, or to be in compliance in all material respects with, any Environmental Laws and Seller no lien has not received been imposed on any noticeof the Properties by any Governmental Authority in connection with any Environmental Condition, whether written the violation or oral, from any person that Seller or the Property is the subject threatened violation of any investigation Environmental Laws or proceeding pertaining to the presence of any Hazardous Materials on or off any of the Premises. There is no pending or, to the best of Debtor's knowledge, threatened litigation or proceeding before any Governmental Authority in which any Person alleges the violation or threatened violation of any Environmental Laws or the release presence, Release, Threatened Release or threatened release placement on or at any of the Premises of any Hazardous Material in Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of applicable any Environmental LawsLaws at, on or in connection with any claim arising fromof the Premises or that there exists a presence, based onRelease, Threatened Release or placement of any Hazardous Materials on or at any of the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information notice, demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials relating to any environmental condition at of the Premises or involving any facilities, operations or activities conducted thereon or any business conducted in connection therewith. Original Lender charged Debtor a fee for the Property, Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or the compliance or noncompliance provide Debtor with any Environmental Lawscoverage thereunder. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True The information and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are disclosures in the possession of the Seller. If Seller is found to not be Questionnaires are true, correct and complete in compliance with this Section 7(s) in any wayall material respects, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowFFCA may rely on such information and disclosures, and if the same are not timely cured, Buyer shall have Persons executing the right Questionnaires were duly authorized to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:do so.

Environmental. No notice has been served on Seller or Debtor is fully familiar with the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief present use of the SellerPremises, Seller is and, to the extent that Debtor or Lessee has previously obtained a Phase I environmental report with respect to any of the Premises, Debtor has become generally familiar with the prior uses of such Premises. During the period in full which Debtor or Lessee has had a fee or leasehold interest in the Premises, 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 in compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsLaws, and licenses (ii) no 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 Premises, and caused all notifications to be made except as required by 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. To the knowledgeThe activities, information operations and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based business undertaken on, or relating to any environmental condition at or involving about the PropertyPremises during the period in which Debtor or Lessee has had a fee or leasehold interest in the Premises, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsincluding, including but not limited to, Phase I environmental site assessmentsany past or ongoing alterations or improvements at the Premises, Phase II 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 greater environmental investigation reportsbusiness 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 auditswith 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 required to remedy any Environmental Condition or violation of, or other assessmentsto be in full compliance with, reportsany Environmental Laws, inspections conducted for Seller and no lien has been imposed on the Premises by independentany Governmental Authority in connection with any Environmental Condition, unrelated third persons and related 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 Property best of Debtor's knowledge, threatened litigation or Seller’s operations onproceeding 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 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 relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are Premises or any facilities, operations or activities conducted thereon or any business conducted in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:connection therewith.

Environmental. No notice has been served Except for as set forth on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Section 3.23 of the Seller, Seller Disclosure Schedule: (a) Each of the Acquired Companies is (and during the past five (5) years has been) in full compliance with all applicable Environmental Laws in all material respects, and during the past seven (as defined below7) relating years the Acquired Companies have not performed or failed to the ownership of the Property and Seller’s operations on, atperform or suffered any act that could reasonably be expected to give rise to, or relating have otherwise incurred, Liability to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by Person (whether a Governmental Entity or not) under any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, nor have the Acquired Companies received written notice from a Governmental Entity or written notice from any claim arising fromother Person of any such Liability or any material Environmental Claim. (b) Each of the CD Group Companies is in possession of and material compliance with all material Permits required pursuant to any applicable Environmental Laws for the occupancy of the Covered Real Property and the operation of the Business at the Covered Real Property. (c) To the Knowledge of Sellers, based onthere are no facts, circumstances, conditions, occurrences, or relating environmental conditions at any Acquired Interest Real Property that could reasonably be expected to form the basis of any environmental condition at material Environmental Claim. (d) The Acquired Companies have not received any written Order, notice or involving the Propertyreport, regarding any actual or alleged material violation of, or the compliance or noncompliance with material Liability under, nor taken on by contract any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Liability of any Hazardous Material present at third-party that arises under, any applicable Environmental Laws that (i) has not been resolved (regardless of when arising) or (ii) was received within the Propertypast five (5) years (regardless of whether or not resolved). True and correct copies (e) To the Knowledge of all written environmental reportsSellers, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or neither the Acquired Companies nor any other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Person (to the extent giving rise to Liability for the Acquired Companies) has disposed of, transported, arranged for transport, or otherwise sent any Hazardous Substances used in, made by, or generated by any Acquired Company to any site or location where, to the Knowledge of Sellers, a Release of Hazardous Substances has occurred, that, individually or collectively, would reasonably be expected to give rise to any Liability under any applicable Environmental Law or that could impact the same are Environmental Permits. To the Knowledge of Sellers, neither the Acquired Companies nor any other Person (to the extent giving rise to Liability for the Acquired Companies) has treated, stored, handled, disposed of, arranged for the disposal of, or exposed any Person to Hazardous Substances in a manner that (i) constitutes a Release at or from any property or facility ever owned or operated by the possession of the Seller. If Seller is found Acquired Companies that could reasonably be expected to not give rise to any material Liability pursuant to any applicable Environmental Laws, or (ii) could otherwise reasonably be in compliance with this Section 7(s) in expected to give rise to any way, Buyer shall have the right material Liability pursuant to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:any applicable Environmental Laws.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury Except as set forth in Schedule 4.18: (a) to natural resources. To the Seller's knowledge, information and belief of the Seller, Seller is in full compliance in all material respects with all applicable Environmental Laws Laws; (b) to Seller's knowledge, Seller has not generated, released, stored, used, treated, handled, discharged or disposed of any Hazardous Substance at, on, under, in or about any property leased or owned by Seller that is to be leased to Buyer under the Headend Lease (the "Leased Property"), discharged any Hazardous Substance to or from any Leased Property or discharged any Hazardous Substance from any Leased Property into any ground or surface of water, directly or indirectly; (c) to Seller's knowledge, no release of Hazardous Substances outside any Leased Property threatens to migrate into, onto or under such property; (d) to Seller's knowledge, no underground storage tank is located on any Leased Property or has been removed from such property, and the Leased Property has not and is not being used as defined belowa gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes; (e) all wastes generated on any Leased Property are and have been discharged by Seller, in all material respects, in accordance with all Environmental Laws; (f) Seller has provided or has caused to be provided to Buyer copies of any and all (i) assessments, studies, reports or surveys relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsconditions, including but not limited to, Phase I environmental site assessmentsthe presence or alleged presence of Hazardous Substances at or on any Leased Property, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession or under the control of the Seller. If , (ii) notices or other written materials that were received by Seller is found or any Affiliate from any governmental authority having power to not be administer or enforce any Environmental Law relating to any violations of Environmental Laws in compliance with this Section 7(s) in respect of any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowLeased Property, and if (iii) notices that were received by Seller or any Affiliate of any claim by any person based on or alleging a violation of any Environmental Law with respect to any Leased Property; (g) there are no current or, to Seller's knowledge, pending, claims, administrative proceedings, judgments, declarations or orders relating to violation of Environmental Laws involving any Leased Property or to the same are not timely curedpresence of Hazardous Substances at, Buyer shall have the right on, in or under any Leased Property; (h) to rescind this Agreement or waive such defectSeller's knowledge, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:no friable asbestos is present at any real Leased Property.

Environmental. No notice Except as set forth in Section 4.19 of the Company Disclosure Schedules and as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller received by any of the Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened which allege a violation of or liability under any lawEnvironmental Laws (including with respect to exposure to Hazardous Materials), regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors or their Subsidiaries, Seller is (b) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors or their Subsidiaries that has given rise or would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws, Seller (d) to the Knowledge of the Company, no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief none of the Seller, Debtors or their Subsidiaries has arranged for or permitted the Property is not contaminated by any disposal of Hazardous Material (as defined below) at any location in violation a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of such any of the Debtors or their Subsidiaries under any Environmental Laws, and Seller (e) no agreements in which any of the Debtors or their Subsidiaries has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving Environmental Laws that remains unresolved. Notwithstanding the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage generality of any Hazardous Material present at the Property. True other representations and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to Environmental Laws.

Environmental. No notice has been served on Seller or (a) (i) The Sellers, the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To Transferred Assets and the knowledge, information Business comply and belief of the Seller, Seller is in full compliance at all times have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership knowledge of the Property and Seller’s operations onSellers, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been Released or threatened to be Released from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Sellers (including, without limitation, soils, groundwater, surface water, buildings or other structures) in contravention of Environmental Laws, (iii) to the knowledge of the Sellers, no Hazardous Substances were present at or Released or threatened to be Released from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Sellers or their respective predecessors or the Business during the period of ownership, lease, operation or use by any of the Sellers or their respective predecessors or the Business in contravention of Environmental Laws, (iv) none of the Sellers or their respective predecessors with respect to the Transferred Assets or the Business are subject to any known liability or obligation in connection with Hazardous Substances present or Released at any location owned, leased, operated or otherwise used by any third party, (v) none of the Sellers or the Business has received any written notice, demand, letter, claim or request for information alleging that any of the Sellers, the Transferred Assets or the Business is or may be in violation of such or liable under any Environmental LawsLaw, (vi) none of the Sellers, the Transferred Assets or the Business is subject to any order, decree, injunction or other directive of any Governmental Authority with respect solely to Environmental Laws and Seller has not received none of the Sellers, the Transferred Assets or the Business is subject to any notice, whether written indemnity or oral, from other agreement with any person that or entity relating to Hazardous Substances except for indemnity obligations owed to Sellers' landlords and to the Seller Senior Lenders, (vii) Sellers have 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 the Sellers issued pursuant to or in connection with any Environmental Law and relating to the Business or the Property is Transferred Assets; (B) copies of all material reports in the subject custody or control of any investigation or proceeding pertaining Sellers, including, without limitation, "Phase I," "Phase II," "environmental assessment" and similar reports, relating to the presence environmental condition of the Business or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, Transferred Assets or the compliance of the Business or noncompliance the Transferred Assets with Environmental Laws; (C) documentation, if applicable, showing the compliance of Sellers with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage material financial responsibility requirements of any Hazardous Material present at applicable Environmental Law in connection with the Property. True Business or the Transferred Assets; and correct copies (D) documentation, if applicable, demonstrating the compliance of all written environmental reportsSellers with any applicable Environmental Laws that condition, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsrestrict, or other assessmentsprohibit the transfer, reportssale, inspections conducted for Seller by independentlease, unrelated third persons and related to the Property assignment or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession closure of any of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Business or the Assets, including, without limitation, any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement so-called "Environmental Cleanup Responsibility Acts" or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:"environmental property transfer laws."

Environmental. No notice To Seller’s knowledge, or except as may be set forth in the Due Diligence Material, (i) Seller has been served no knowledge of the presence of any Hazardous Substances on Seller or under the Land or the Principals from Property, other than such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, repair and maintenance of a medical office building, or as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Land and the Property; (ii) Seller has not used and has no knowledge that any entityother person has used the Land or the Property for the generation, governmental body or individual claiming any violation recycling, use, reuse, sale, storage, handling, transportation and/or disposal of any lawHazardous Substances on or under the Land or the Property (except for such Hazardous Substances and in such amounts as are commonly used, regulationstored and disposed of in the operation, ordinance or codemaintenance and repair of a medical office building, or requiring compliance with any lawas may be used, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To stored and disposed of by the knowledge, information tenants under the Leases in the conduct of their businesses at the Land and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, ); and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined belowiii) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, notification from any person that Seller governmental authority as to any violations of or failure to comply with any Environmental Law with respect to the Land or the Property is Property. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed made as of the date hereof and remade by Seller as of the Closing Date in all material respects, with the same force and effect as if made on, and as of, such date, subject to XXXXX XXXXXXXX XXXXXXX, XXXXXXX Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(g) hereof. Except as otherwise expressly provided in this Agreement or in any investigation or proceeding pertaining documents to be executed and delivered by Seller to Purchaser at the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsClosing, Seller has not made, and Purchaser has not relied on, any claim arising frominformation, based onpromise, representation or relating to any environmental condition at warranty, express or involving implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage boundaries of any Hazardous Material present at the Property. True and correct copies , pest control matters, soil conditions, the presence, existence or absence of all written hazardous wastes, toxic substances or other environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reportsmatters, compliance auditswith building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants under the Leases or the Property, and any other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related information pertaining to the Property or Sellerthe 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 that of Purchaser’s operations on, at, or relating own consultants and representatives with respect to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession physical, environmental, economic and legal condition of the Seller. If Seller Property and (ii) that Purchaser is found to not be relying upon any statements, representations or warranties of any kind, other than those specifically set forth in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defectin any document to be executed and delivered by Seller to Purchaser at the Closing, which defects may only made (or purported to be waived in writingmade) by Seller or anyone acting or claiming to act on behalf of Seller. In Purchaser will inspect the event Buyer elects Property and become fully familiar with the physical condition thereof and, subject to thus rescind the terms and conditions of this Agreement, shall purchase the Deposit shall be immediately refunded to Buyer and Property in its “as is” condition, “with all faults,” on the parties shall be discharged from all further obligation or liability under this AgreementClosing Date. For purposes The provisions of this Agreement:paragraph shall survive the Closing until the expiration of any applicable statute of limitations.

Environmental. No notice has been served on Seller or With respect to each item of Underlying Collateral, to the Principals from any entity, governmental body or individual claiming any violation actual knowledge of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief a Responsible Officer of the Seller, Seller is Servicer: (a) the related Obligor’s operations comply in full compliance all material respects with all applicable Environmental Laws Laws; (as defined belowb) relating to the ownership none of the Property and Sellerrelated Obligor’s operations onis the subject of a Federal or state investigation evaluating whether any remedial action, atinvolving expenditures, or relating is needed to the Property. Without limitation respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Materials into the environment. The Servicer has not received any notice, whether written or oralverbal notice of, or inquiry from any person Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer, have knowledge or reason to believe that Seller any such notice will be received or is being threatened. 104 marketing, the Property is Borrower may be identified as a Subsidiary of Ares); (iv) have a Board of Directors separate from that of the subject Equityholder and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any investigation or proceeding pertaining other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising and marketing, the presence Borrower may be identified as a Subsidiary of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsAres); (viii) maintain separate financial statements, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection except to the extent that the same Borrower’s financial and operating results are consolidated with those of Ares in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the possession Equityholder; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) maintain separate office space (which may be a separately identified area in office space shared with one or more Affiliates of the Seller. If Seller is found Borrower) and allocate fairly and reasonably any overhead for shared office space; (xiv) to not the extent used, use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be in compliance with this Section 7(sidentified as a Subsidiary of Ares); (xv) in any way, Buyer shall have the right to request Seller to cure the same in like manner except as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind expressly permitted by this Agreement, not pledge its assets as security for the Deposit shall be immediately refunded obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to Buyer meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the parties shall be discharged obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from all further obligation or its members for limited liability under this Agreement. For purposes of this Agreement:company action.

Environmental. No notice has been served on Seller (a) Except as disclosed in Section 2.17(a) of the Company Disclosure Letter or in the Environmental Reports (as hereinafter defined): (i) the Company and its subsidiaries are in compliance in all material respects with, and have no material liabilities arising under, applicable Laws and common law pertaining to the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the Principals environment ("Environmental Laws"); (ii) neither the Company nor its subsidiaries have received written, or to the knowledge of the Company, oral, notice from any entity, governmental body Governmental Authority or individual claiming other third party of any alleged material violation of or material liability under any lawEnvironmental Law that remains unresolved, regulationincluding, ordinance without limitation, any written notice that any of them or codeany of their predecessors is or may be a potentially responsible party in respect of, or requiring compliance with may otherwise bear any lawmaterial liability for, regulation, ordinance any actual or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws threatened Release (as defined below) relating of Hazardous Substance at any site or facility that is, has been or could reasonably be expected to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar or analogous federal, state, provincial, territorial, municipal, county, local or other domestic or foreign list, schedule, inventory or database of Hazardous Substance sites or facilities; (iii) there is no litigation or other proceeding pending, or, to the ownership knowledge of the Property and Seller’s operations onCompany, at, threatened against the Company or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable its subsidiaries under any Environmental Laws. To the knowledge, information and belief Law; (iv) none of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels properties presently or formerly used for owned or operated by the storage Company or any of its subsidiaries (including, without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or any Hazardous Material present other chemicals at concentrations above normal background conditions ("Environmental Contamination"); (v) chemicals and wastes disposed or otherwise released by the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Company or any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:of

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (a) Except as disclosed in Section 2.21(a) of the SellerCompany Disclosure Schedule, Seller to the actual knowledge of Company, (i) Company is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership and not in violation of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material ; (as defined belowii) in violation of such Environmental Laws, and Seller Company has not received any noticeorder, whether direction or other communication (written or oral) that alleges that Company is not in full compliance with all, from or has any liability under any, applicable Environmental Laws in effect on the date hereof or claiming any fine, damages, costs of clean-up or remediation of real property or which may require any person that Seller to do or cease doing any act or undertaking; (iii) all Permits and other governmental authorizations currently held by Company pursuant to Environmental Laws (true and complete copies of which Permits and other governmental authorizations will be delivered to Merge on or before the Property Delivery Date) are in full force and effect, Company, is in compliance with all of the subject terms of any investigation such Permits and authorizations, no other Permits or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Lawsauthorizations are required by Company, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There there are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsconditions, including including, but not limited to, Phase I environmental site assessmentsrenewal dates, Phase II revocations, modifications, limitations or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons transfer restrictions that will affect the continued validity on the same terms and related conditions after giving effect to the Property transactions contemplated by this Agreement and the Transaction Agreements of all such Permits or Seller’s operations on, at, or relating authorizations and no consent to the Property have transactions contemplated by this Agreement or the Transaction Agreements is required to maintain the validity of or compliance with any of such Permits or authorizations; (iv) Company has not failed to report any Environmental Matter where required under applicable Environmental Laws; (v) Company has not failed to maintain any environmental and operating documents, books and records in the manner and for the periods required under all applicable Environmental Laws; (vi) no environmental audit, evaluation, assessment, study or test of any of the operations or property of Company is being or has been made available to Buyer for copying and/or inspection to conducted or performed at the extent that request, direction or order or on behalf of any Governmental Entity; (vii) no environmental audit, evaluation, assessment, study or test of any of the same are operations or property of Company is in the possession or control of Company, is being or has been conducted or performed at the request or direction or on behalf of Company except as set forth in Section 2.21(a) of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Company Disclosure Schedule (true and complete copies of any wayaudit, Buyer shall have the right to request Seller to cure the same in like manner as provided evaluation, assessment, study or test listed in Section 9 below2.21(a) of the Company Disclosure Schedule will be delivered to Merge on or before the Delivery Date); and (viii) no real property owned or leased by Company, and if based on the same are not timely curedactual knowledge of Company, Buyer shall have the right to rescind this Agreement has problems involving Hazardous Materials or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes previously had a problem where there is no verification of this Agreement:remediation.

Environmental. No notice To Seller’s knowledge, or except as may be set forth in the Existing Environmental Reports or other written Due Diligence Material, (i) Seller has been served on Seller or no knowledge of the Principals from any entity, governmental body or individual claiming any violation presence of any lawHazardous Substances on the Property, regulationother than such PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, ordinance or codeFLORIDA 15 Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, repair and maintenance of an office building, or requiring compliance with as may be used, stored and disposed of by the tenant under the Lease in the conduct of its business at the Property; (ii) Seller has not used and has no knowledge that any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of other person has used the Property for the generation, recyling, use, reuse, sale, storage, handling, transportation and/or disposal of any Hazardous Substances on the Property (except for such Hazardous Substances and Seller’s operations onin such amounts as are commonly used, atstored and disposed of in the operation, maintenance and repair of an office building, or relating to as may be used, stored and disposed of by the tenant under the Lease in the conduct of its business at the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, ); and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined belowiii) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, notification from any person that Seller governmental authority as to any violations of or the Property is the subject of failure to comply with any investigation or proceeding pertaining Environmental Law with respect to the presence Property. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed made as of the date hereof and remade by Seller as of the Closing Date in all material respects, with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in the certificate of Seller to be delivered pursuant to Section 5.1(i) hereof. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsClosing, Seller has not made, and Purchaser has not relied on, any claim arising frominformation, based onpromise, representation or relating to any environmental condition at warranty, express or involving implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenant under the Lease, title to or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage boundaries of any Hazardous Material present at the Property. True and correct copies , pest control matters, soil conditions, the presence, existence or absence of all written hazardous wastes, toxic substances or other environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reportsmatters, compliance auditswith building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenant or the Property, and any other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related information pertaining to the Property or Sellerthe market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s operations on, at, or relating own consultants and representatives with respect to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession physical, environmental, economic and legal condition of the Seller. If Seller Property and (ii) that Purchaser is found to not be relying upon any statements, representations or warranties of any kind, other than those specifically set forth in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defectin any document to be executed and delivered by Seller to Purchaser at the Closing, which defects may only made (or purported to be waived in writingmade) by Seller or anyone acting or claiming to act on behalf of Seller. In Purchaser will inspect the event Buyer elects Property and become fully familiar with the physical condition thereof and, subject to thus rescind the terms and conditions of this Agreement, shall purchase the Deposit shall be immediately refunded to Buyer and Property in its “as is” condition, “with all faults,” on the parties shall be discharged from all further obligation or liability under this AgreementClosing Date. For purposes The provisions of this Agreement:paragraph shall survive the Closing for a period of one hundred eighty (180) days following the Closing, subject to Article 11 hereof; provided, however, that the provisions of Section 4.1(m) above shall survive the Closing until the second (2nd) anniversary of the Closing Date, also subject to Article 11 hereof.

Environmental. No notice has been served Except as set forth on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Section 3.17 of the Seller, Seller Xxxxxx’x Disclosure Letter: (a) each Xxxxxx’x Company has complied with and is in full material compliance with all applicable Environmental Laws Laws; (as defined belowb) each Xxxxxx’x Company has obtained and complied with, and is in substantial compliance with, all material Permits that are required pursuant to any applicable Environmental Law for the occupation of its facilities or the operation of its businesses; (c) all such required Permits are set forth on Section 3.15(b) of the Xxxxxx’x Disclosure Letter; (d) since January 1, 2004, no Xxxxxx’x Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any applicable Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental Law which have not been resolved; (e) except in the ownership ordinary course of business and in material compliance with applicable Environmental Law, none of the Property following exists at any property or facility currently owned or operated by any Xxxxxx’x Company and Seller’s operations onnone of the following existed at any property or facility previously owned or operated by any Xxxxxx’x Company during the time the Xxxxxx’x Company owned or operated such property or facility that individually or in the aggregate may have a Material Adverse Effect: (i) underground storage tanks, at(ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or relating to (iv) landfills, surface impoundments or disposal areas; (f) no Xxxxxx’x Company has treated, stored, disposed of, arranged for or permitted the Property. Without limitation of disposal of, transported, handled or released any of the foregoingsubstance, Seller has obtained all permitsincluding any Hazardous Substance, authorizations, or owned or operated any property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowSubstance) in violation a manner that has given or would give rise to any material Liability, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any applicable Environmental Law. Neither this Agreement nor the Transactions will result in any material Liability for site investigation or cleanup, or notification to or Consent of such any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws; (g) no Xxxxxx’x Company has, and Seller has not received either expressly or by operation of law, assumed or undertaken any noticematerial Liability, whether written including any obligation for corrective or oralremedial action, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or other Person relating to any environmental condition at applicable Environmental Law; and (h) no facts, events or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or conditions relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession past or present facilities, properties or operations of the Seller. If Seller is found to not be in any Xxxxxx’x Company will prevent, hinder or limit continued material compliance with this Section 7(s) in any wayapplicable Environmental Law, Buyer shall have the right give rise to request Seller any investigatory, remedial or corrective obligations pursuant to cure the same in like manner as provided in Section 9 belowany applicable Environmental Law, and if the same are not timely curedor give rise to any other material Liabilities pursuant to any applicable Environmental Law, Buyer shall have the right including any relating to rescind this Agreement onsite or waive such defectoffsite releases or threatened releases of hazardous materials, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreementsubstances or wastes, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation personal injury, property damage or liability under this Agreement. For purposes of this Agreement:natural resources damage.

Environmental. No notice Except as set forth in Section 4.20 of the Company Disclosure Schedules and as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller or received by any of the Principals from any entityDebtors, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any lawEnvironmental Laws (including with respect to exposure to Hazardous Materials), regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors, Seller is (b) each Debtor has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since the Lookback Date, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating none of Debtors are subject to any Order applicable to it or with respect to its assets arising under Environmental Law, (d) to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors that has given rise or would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws, Seller (e) no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored, transported, or handled by any of the Debtors, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief none of the Seller, Debtors has arranged for or permitted the Property is not contaminated by any disposal of Hazardous Material (as defined below) at any location in violation a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of such any of the Debtors under any Environmental Laws, and Seller has not received (f) none of Debtors has, either expressly or by operation of Law, assumed any notice, whether written liabilities or oral, from any person that Seller or the Property is the subject obligations of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent Laws that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:remains unresolved.

Environmental. No notice has been served on Seller or Except as set forth in Section 3.21 of the Principals from any entityDisclosure Schedule, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury (i) to natural resources. To the Seller’s knowledge, information the Xxxxx and belief all operations conducted by or on behalf of Seller in connection with the Seller, Seller is Xxxxx are in full substantial compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, orders or relating to the Property. Without limitation directives of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of governmental authorities having jurisdiction under such Environmental Laws, including any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of any industrial, hazardous or similar substances and no amounts are required to be paid prior to the Closing Date in order to comply with any such applicable Environmental Laws; (ii) Seller has not received any noticecitation, whether directive, letter or other written communication, or oralany written notice of any proceeding, claim or lawsuit, from any person that Seller arising out of the ownership or occupation of any of the Assets or the Property is conduct of operations thereon, and the subject Seller does not have knowledge of any investigation or proceeding pertaining basis therefor; and (iii) Seller has obtained and maintained in full force and effect all permits, licenses and approvals required by all Environmental Laws applicable to the presence of or Assets and the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True business operations conducted thereon and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with all such permits, licenses and approvals. Notwithstanding the foregoing, some production equipment may contain asbestos and/or Naturally Occurring Radioactive Material (“NORM”). In this Section 7(s) regard Buyer and Seller expressly understand that NORM may affix or attach itself to the inside of xxxxx, materials and equipment as scale or in any wayother forms, Buyer shall have that said xxxxx, material and equipment located on the right to request Seller to cure Lands or included in the same in like manner as provided in Section 9 belowAssets described herein may contain NORM, and if that NORM containing material may have been buried or otherwise disposed of on the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writingLands. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and Seller also expressly understand that special procedures may be required for the parties shall remediation, removal, transportation and disposal of NORM from the Assets and Lands where such material may be discharged from found and that Buyer assumes all further obligation liability for or liability under this Agreement. For purposes in connection with the assessment, containment, removal, remediation, transportation and disposal of this Agreement:any such NORM, in accordance with all past, present or future applicable laws, rules, regulations and other requirements of any governmental or judicial entities having jurisdiction and also with the terms and conditions of all applicable leases and other contracts.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (or with respect to clauses (c) and (e) below, where the failure, either individually or in the aggregate, to take such actions could not be reasonably expected to have a Material Adverse Effect): (a) the Debtors, their Subsidiaries, their Real Properties and Oil and Gas Properties and the operations conducted thereon, comply and have complied with Environmental Laws and, to the knowledge of Debtors, any operations conducted thereon by any prior owner or operator of such property complied with Environmental Laws, (b) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller or received by any of the Principals from any entityDebtors, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the knowledge of the Debtors, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors, Seller is (c) each Debtor has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowd) relating to the ownership knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws other than future costs, Seller liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has obtained all permitsproduced, authorizationsstored or transported hydrocarbons, and licenses and caused all notifications (e) no Hazardous Material has been Released, generated, treated, stored or handled by any of the Debtors or their Subsidiaries in a manner that could give rise to be made as required by all applicable any liabilities, including liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws. To the knowledge, information and belief (f) none of the SellerDebtors or any of their Subsidiaries has owned or operated any Real Property, the Property Oil and Gas Property, or facility (and no such property or facility is not contaminated by any such Hazardous Material (as defined belowMaterial) in violation of such a manner that has given or would give rise to any liabilities, including liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws, (g) Hazardous Materials, if any, generated by the Debtors or any of their Subsidiaries at any and Seller has all Real Property and Oil and Gas Property of any such Subsidiary have in the past been transported, treated and disposed of in compliance with Environmental Laws then in effect, and, to the knowledge of such Debtor, transport carriers and treatment and disposal facilities known by such Debtor to have been used by it are not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any existing action, investigation or proceeding pertaining inquiry by any Governmental Entity under any Environmental Laws, (h) no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any of the presence Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or the release pipeline that has produced, stored or transported hydrocarbons, (i) no Debtor has any known pending investigation, monitoring, removal or remedial obligations under applicable Environmental Laws in connection with any Release or threatened release Release of any Hazardous Material Materials into the environment by any Debtor or any Subsidiary thereof and (j) there are no agreements in violation which any of applicable Environmental Laws, the Debtors has expressly assumed responsibility for any claim known obligation of any other Person arising from, based on, under or relating to any environmental condition at or involving the PropertyEnvironmental Laws that remains unresolved other than future costs, or the compliance or noncompliance liabilities and obligations associated with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present remediation at the Property. True and correct copies end of all written environmental reportsthe productive life of a well, including but facility or pipeline that has produced, stored or transported hydrocarbons, which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:date hereof.

Environmental. No notice Matters Except as set forth in the Farmland SEC Documents filed prior to the date hereof and with such exceptions as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Farmland (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been served on Seller received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the Principals from knowledge of Farmland or any entityof its Subsidiaries, governmental body threatened by any Person against, Farmland or individual claiming any violation of its Subsidiaries, and no penalty has been assessed against Farmland or any of its Subsidiaries, in each case, with respect to any matters relating to or arising out of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information Environmental Law; (ii) Farmland and belief of the Seller, Seller is its Subsidiaries are and have been in full compliance with all applicable Environmental Laws Laws; (as defined belowiii) there are no liabilities of Farmland or any of its Subsidiaries relating to or arising out of any Environmental Law of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability; and (iv) there has been no environmental investigation, study, audit, test, review or other analysis conducted of which Farmland has knowledge in relation to the ownership current or prior business of Farmland or any of its Subsidiaries or any property or facility now or previously owned, leased or operated by Farmland or any of its Subsidiaries which has not been delivered to CHSC at least five days prior to the Property and Seller’s operations on, atdate hereof. All liabilities of Farmland or any of its Subsidiaries relating to or arising out of any Environmental Law of any kind whatsoever have been adequately reserved for on the financial statements of Farmland, or relating to for unconsolidated Subsidiaries, on the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation financial statements of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Subsidiaries.

Environmental. No notice has Except as disclosed on Schedule 3.14(a): (a) Constituents of Concern have not been served on generated, recycled, used, treated, or stored on, transported to or from, or released or disposed on, real property by the Seller or the Principals from any entity, governmental body other Person or individual claiming on any violation of property adjoining or adjacent to such real property except in a manner which would not result in any law, regulation, ordinance or code, or requiring liability under any Environmental Laws and in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To Environmental Laws; (b) the knowledge, information and belief of the Seller, Seller is in full compliance in all respects with all applicable Environmental Laws (as defined below) relating Laws, holds and is in compliance with all Environmental Permits; all Environmental Permits have been provided to Buyer prior to the ownership of date hereof and are listed on Schedule 3.14(b); (c) there are no pending or threatened Environmental Claims against the Property and Seller or any real property occupied or used by the Seller; (d) there are no facts, circumstances, conditions, or occurrences regarding the Seller’s past or present business or operations onor any real property owned, atoccupied, operated or relating to used by the Property. Without limitation Seller that will or would (i) form the basis of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable an Environmental Laws. To the knowledge, information and belief of Claim against the Seller, its assets, or any real property owned, occupied, operated or used by the Property is not contaminated Seller or (ii) cause any real property currently owned, occupied, operated or used by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that the Seller or the Property Seller’s assets to be subject to any restrictions on its ownership, occupancy, use, or transferability under any Environmental Law; (e) there are no (i) underground storage tanks or sumps (ii) landfills, (iii) surface impoundments, (iv) other units for the treatment, storage or disposal of Constituents of Concern; (v) asbestos or (v) polychlorinated biphenyls at, on, in or under any real property owned, occupied, operated or used by the Seller; (f) neither the Seller nor any real property occupied or used by the Seller is listed or proposed for listing on the subject National Priorities List under CERCLA or on any similar federal, state, or foreign list of any sites requiring investigation or proceeding pertaining clean-up, nor has the Seller received any notice as a potentially responsible party under the foregoing; (g) there are no Environmental Permits that are nontransferable or require consent, notification, or other action to remain in full force and effect following the consummation of the transactions contemplated hereby; and (h) the Seller has no liability or obligation, and has not entered into an agreement or consent order assuming, any liability or obligation, under any Environmental Law (including any obligation to remediate any Environmental Condition whether caused by the Seller or any other Person). The Seller has delivered to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsPurchaser true, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True correct and correct complete copies of all written environmental reportsinvestigations, including but not limited tostudies, Phase I environmental site assessmentsaudits, Phase II or greater environmental investigation reportstests, compliance auditsreviews, or other assessments, reports, inspections conducted for analyses by or on behalf of the Seller by independent, unrelated third persons and related or that are available to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession each of the Seller. If Seller which is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:listed on Schedule 3.14(c).

Environmental. No notice has Except as disclosed on Schedule 3.14(a): (a) Hazardous Substances have not been served on generated, recycled, used, treated, or stored on, transported to or from, or released or disposed on, real property by the Seller or the Principals from on any entity, governmental body property adjoining or individual claiming adjacent to such real property except in a manner which would not result in any violation of liability under any law, regulation, ordinance or code, or requiring Environmental Laws and in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To Environmental Laws; (b) the knowledge, information and belief of the Seller, Seller is in full compliance in all respects with all applicable Environmental Laws (as defined below) relating Laws, holds and is in compliance with all Environmental Permits; all Environmental Permits have been provided to Buyer prior to the ownership of date hereof and are listed on Schedule 3.14(b); (c) there are no pending or, to the Property and Seller Parties’ knowledge, threatened, Environmental Claims against the Seller or any real property occupied or used by the Seller; (d) there are no facts, circumstances, conditions, or occurrences regarding the Seller’s past or present business or operations onon any real property owned, atoccupied, operated or relating to used by the Property. Without limitation Seller that will or would (i) form the basis of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable an Environmental Laws. To the knowledge, information and belief of Claim against the Seller, its assets, or any real property owned, occupied, operated or used by the Property is not contaminated Seller or (ii) cause any real property currently owned, occupied, operated or used by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that the Seller or the Property Seller’s assets to be subject to any restrictions on its ownership, occupancy, use, or transferability under any Environmental Law; (e) there are no (i) underground storage tanks or sumps (ii) landfills, (iii) surface impoundments, (iv) other units for the treatment, storage or disposal of Hazardous Substances; (v) asbestos or (vi) polychlorinated biphenyls at, on, in or under any real property owned, occupied, operated or used by the Seller; (f) neither the Seller nor any real property occupied or used by the Seller is listed or proposed for listing on the subject National Priorities List under CERCLA or on any similar federal, state, or foreign list of any sites requiring investigation or proceeding pertaining clean-up, nor has the Seller received any notice as a potentially responsible party under the foregoing; (g) there are no Environmental Permits that are nontransferable or require consent, notification, or other action to remain in full force and effect following the consummation of the transactions contemplated hereby; and (h) the Seller has no liability or obligation, and has not entered into an agreement or consent order assuming, any liability or obligation, under any Environmental Law (including any obligation to remediate any Environmental Condition whether caused by the Seller or any other Person). The Seller has delivered to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsPurchaser true, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True correct and correct complete copies of all written environmental reportsinvestigations, including but not limited tostudies, Phase I environmental site assessmentsaudits, Phase II or greater environmental investigation reportstests, compliance auditsreviews, or other assessments, reports, inspections conducted for analyses by or on behalf of the Seller by independent, unrelated third persons and related or that are available to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession each of the Seller. If Seller which is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:listed on Schedule 3.14(c).

Environmental. No notice has been served on Seller As used herein, the term "Environmental Law" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the Principals from environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any entityof the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, governmental body or individual claiming any as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any lawEnvironmental Law or is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks have been or are now located at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storage, regulationtreatment or disposal of hazardous or toxic wastes or materials, ordinance or codechemical wastes, or requiring compliance with any lawother toxic substances, regulation, ordinance or code, demanding payment or contribution, except for environmental damage or injury to natural resources. To the knowledge, information storage and belief disposal of such wastes and materials in the ordinary course of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership business of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all Facilities in accordance with applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated nor has any Facility ever been listed by any Hazardous Material (federal, state or county agency or governmental official as defined below) in violation of such Environmental Lawscontaining any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and Seller has not received (d) no hazardous substances or - xix - toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any notice, whether written Facility or oralany portion thereof, from any person that Seller source whatsoever, or the Property is the subject of are now located at any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material Facility, in violation of applicable Environmental LawsLaws (including, any claim arising fromwithout limitation, based onasbestos, radon, oil or relating other petroleum products, PCBs and urea formaldehyde). Prior to any environmental condition at or involving Closing, Magellan agrees to notify the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Purchaser promptly of any Hazardous Material present at fact of which the Property. True Seller acquires actual knowledge which would cause this representation to become false and correct copies of all any written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent notice that the same are Seller receives regarding the matters set forth in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:subsection (t).

Environmental. No notice (i) To the knowledge of Seller Parties, the real property owned, leased or operated by any of Seller Parties currently or in the past or that currently secures any loan or extension of credit of any of Seller Parties, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained underground storage tanks; (iii) has never been served on Seller used for the generation, treatment, storage or disposal of any Hazardous Substance, or for mining, land filling, dumping, gasoline station, dry cleaning or commercial petroleum product storage purposes; (iv) has never been the Principals from subject of any entity, governmental body activities representing a violation or individual claiming any alleged violation of any lawEnvironmental Law or any report to or action by a Governmental Authority pursuant to any Environmental Law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Laws; (as defined belowv) relating does not otherwise contain a condition that is or may be a threat to the ownership safety or health of the Property and Seller’s operations public or environment; (vi) has not had any release of any Hazardous Substance from, on, atin or upon it and does not face any risk of contamination by any Hazardous Substance from any other property; and (vii) has never been the subject of an environmental audit or assessment, or relating remedial action for an environmental problem. With respect to the Property. Without limitation of any real property owned, lease or operated by any of Seller Parties in the foregoingpast, but not currently owned, leased or operated by any of Seller Parties, the representations set forth above in this Section 5(u) shall be deemed to apply as of the last date that any of Seller Parties owned, leased or operated the property in question. (ii) To their knowledge, Seller has obtained all permits, authorizations, and licenses and caused all notifications Parties: (i) have never sent a Hazardous Substance to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property a site that is not contaminated by any Hazardous Material Substance or that, pursuant to any Environmental Law, (A) has been placed on the "National Priorities List," the "CERCLIS" list, or any other similar state or federal list, or (B) is subject to or the source of a claim, an administrative order or other request to take "removal," "remedial," "corrective" or any other "response" action, as defined belowin any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in violation compliance with all Environmental Laws in all of such Environmental Laws, their activities and Seller has operations; (iii) are not involved in any suit or proceeding and have not received any notice, whether written notice or oral, request for information from any person that Seller Governmental Authority or the Property is the subject of any investigation or proceeding pertaining other third party with respect to the presence of or the a release or threatened release of any Hazardous Material in Substance or a violation or alleged violation of applicable any Environmental LawsLaw, and have not received notice of any claim arising from, based on, claims from any person or entity relating to property damage or to personal injuries from exposure to any environmental condition at Hazardous Substance; and (iv) have timely filed every report required to be filed, acquired all necessary licenses, certificates, approvals and permits (all of which are listed on Schedule 5(u), and none of which shall be lost or involving the Propertymaterially modified as a result of this transaction), or the compliance or noncompliance with any and generated and maintained all required data, documentation and records under all Environmental Laws. There are no underground (iii) No material expense or above ground tanks or storage vessels presently or formerly used for change in the storage business of any Hazardous Material present at of Seller Parties will be required to comply with any prospective requirement adopted or promulgated prior to the Propertydate hereof under any Environmental Law and to be applicable to the business of any of Seller Parties in the future. True and correct copies of (iv) Schedule 5(u) identifies all written environmental reports, including but not limited to, Phase I environmental site audits or assessments, Phase II or greater environmental investigation reportsoccupational health studies, compliance auditsthat, to the knowledge of Seller Parties, relate to properties or facilities now or formerly leased, owned or operated by any of Seller Parties undertaken by Governmental Authorities or other parties, or other assessments, reports, inspections conducted for by any of Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, atParties, or relating by --14-- any of their lenders, agents, independent contractors or representatives. Seller Parties have heretofore delivered to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Purchaser true and complete copies of the Sellereach such document and each environmental license, certificate or permit. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:(v)

Environmental. No notice (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2014, no written notice, claim, demand, request for information, order, complaint or penalty has been served on Seller received by the Company or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, “to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened which allege a violation of or liability under any lawapplicable Environmental Laws, regulationin each case relating to the Company or any of its Subsidiaries, ordinance (b) except as to matters that would not reasonably be expected to have, individually or codein the aggregate, or requiring compliance with any lawa Material Adverse Effect, regulationsince January 1, ordinance or code2014, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information Company and belief each of the Seller, Seller is its Subsidiaries has been in full compliance with all applicable Environmental Laws Laws; (c) except as defined below) relating to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals to the ownership operations of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any business of the foregoing, Seller has obtained all permits, authorizationsCompany and its Subsidiaries, and licenses and caused since January 1, 2014 has maintained all notifications financial assurances, necessary for its operations to be made as required by comply, in all respects, with all applicable Environmental Laws. To Laws and is, and since January 1, 2014, to the knowledge, information and belief Knowledge of the SellerCompany, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawshas been, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(sthe terms of such permits, licenses and other approvals, (d) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently owned, operated or leased by the Company or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs liabilities or obligations that would not reasonably be expected to have, individually or in any waythe aggregate, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowa Material Adverse Effect, and if (e) to the same are not timely curedKnowledge of the Company, Buyer shall have January 1, 2014, no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the right Company or any of its Subsidiaries and transported by (or on behalf of) the Company or any of its Subsidiaries to rescind this Agreement or waive such defectReleased at any location in a manner that would reasonably be expected to give rise to any cost, which defects may only liability or obligation of the Company or any of its Subsidiaries under any applicable Environmental Laws that would reasonably be waived expected to have, individually or in writing. In the event Buyer elects to thus rescind this Agreementaggregate, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:a Material Adverse Effect.

Environmental. No notice has been served on Seller Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation reasonably be expected to have a Material Adverse Effect, (i) the Company and each of any law, regulation, ordinance or code, or requiring its subsidiaries is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (ii) relating to the ownership Company and each of the Property its subsidiaries has made all filings and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained provided all permits, authorizations, and licenses and caused all notifications to be made as notices required by under all applicable Environmental Laws. To , and has, and is in compliance in all material respects with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the knowledgeCompany, information and belief (b) none of the SellerCompany or any of its subsidiaries has received any demand, the Property is not contaminated by any Hazardous Material (as defined below) in claim or notice of violation of such any Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining (c) to the presence knowledge of the Company and its subsidiaries, there is no Proceeding, notice or demand letter or request for information threatened against the release Company or threatened release any of its subsidiaries under any Hazardous Material in violation Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company or any of applicable its subsidiaries, (v) none of the Company or any of its subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental LawsResponse, any claim arising fromCompensation and Liability Act of 1980, based onas amended ("CERCLA"), or relating any comparable state law, (vi) no property or facility of the Company or any of its subsidiaries (a) is listed or, to any environmental condition at the knowledge of the Company and its subsidiaries, proposed for listing on the National Priorities List under CERCLA or involving (b) is listed in the PropertyComprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or the compliance on any comparable list maintained by any state or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:local governmental authority.

Environmental. No notice has been served on (a) Except to the extent that any of the following, individually or in the aggregate, could not result in any Damages (as defined in Section 7.2(a) hereof) to any of the Seller Entities, the Assets or the Principals from any entityBusiness, governmental body individually or individual claiming any violation in the aggregate, of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To a value greater than $50,000: (i) the knowledge, information and belief of the SellerSellers, Seller is Parent (in full compliance connection with the Business), the Assets and the Business comply and at all times have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Sellers (including soils, groundwater, surface water, buildings or other structures) or Seller Parent (in violation connection with the Business), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of such Environmental Lawsthe properties formerly owned, and leased, operated or otherwise used by the Sellers, Seller Parent (in connection with the Business) or the Business during the period of ownership, lease, operation or use by any of the Sellers, Seller Parent (in connection with the Business) or the Business, (iv) none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business are subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) none of the Seller Entities or the Business has not received any notice, whether written demand, letter, claim or oralrequest for information alleging that any of the Sellers, from any person that Seller Parent (in connection with the Business), the Assets or the Property Business is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material may be in violation of applicable or liable under any Environmental LawsLaw, (vi) none of the Sellers, Seller Parent (in connection with the Business), any claim arising fromof the Assets or the Business is subject to any order, based ondecree, injunction or other directive of any governmental authority and none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business is subject to any indemnity or other agreement with any person or entity relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Substances and

Environmental. No notice has been served on Seller Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring reasonably be expected to have a Material Adverse Effect (i) the Company is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (ii) relating to the ownership Company has made all filings and provided all notices required under any applicable Environmental Law, and has, and is in compliance with, all permits required under any applicable Environmental Laws and each of the Property them is in full force and Seller’s operations oneffect, at(iii) (a) there is no pending civil, criminal or administrative action, or relating to pending hearing or suit, (b) the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Company has not received any noticedemand, whether written claim, or oral, from any person that Seller or the Property is the subject notice of any investigation or proceeding pertaining violation and (c) to the presence knowledge of the Company, there is no investigation, proceeding, notice or demand letter or request for information threatened against the release Company in the case of (a), (b) and (c), under any Environmental Law, (iv) no lien, charge, encumbrance or threatened release restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of any Hazardous Material in violation of applicable Environmental Laws1980, any claim arising from, based onas amended ("CERCLA"), or relating any comparable state law, (vi) no property or facility of the Company is (a) listed or, to any environmental condition at the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or involving is (b) listed in the PropertyComprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or the compliance on any comparable list maintained by any state or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreementlocal governmental authority. For purposes of this Agreement:, "Environmental Laws" means all applicable federal, state and local laws or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of public or employee health and safety or the environment, including, without limitation, laws relating to (i) emissions, discharges, releases or threatened releases of Hazardous Materials (as defined below) into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials, and (iii) underground and above ground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom. The term "Hazardous Material" means (a) any "hazardous substance," as defined in the Comprehensive Environmental Response, the Resource Conservation and Recovery Act, as amended, (b) any "hazardous waste," as defined by the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product, (d) any polychlorinated biphenyl and (e) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance.

Environmental. No notice has Except as otherwise disclosed in writing to Ultrak and to Checkpoint's Knowledge: (i) the businesses as presently or formerly engaged in by Checkpoint and its Subsidiaries are and have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is conducted in full material compliance with all applicable Environmental Laws Laws, including, without limitation, having all material permits, licenses and other approvals and authorizations, during the time Checkpoint or any Subsidiary of Checkpoint engaged in such businesses; (ii) the properties presently or formerly owned or operated by Checkpoint or any Subsidiary of Checkpoint (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) ("Checkpoint Properties") do not contain any Contamination other than as defined belowpermitted under applicable Environmental Law (provided, however, that with respect to Checkpoint Properties formerly owned or operated by Checkpoint or any Subsidiary of Checkpoint, the representations in this subsection (ii) are limited to the period Checkpoint or any Subsidiary of Checkpoint owned or operated such Checkpoint Properties and to any Contamination that Checkpoint was notified of in writing since the date of ownership or operation of such Checkpoint Properties); (iii) neither Checkpoint nor any Subsidiary of Checkpoint has received any written notices, demand letters or requests for information from any Governmental Entity or any Person claiming that Checkpoint or any Subsidiary of Checkpoint violated, may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of Checkpoint or its Subsidiaries' businesses; (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against Checkpoint or any Subsidiary of Checkpoint with respect to Checkpoint or any Subsidiary of Checkpoint or the Checkpoint Properties relating to the ownership of the Property and Seller’s operations on, atany violation, or relating to the Property. Without limitation alleged violation, of any of the foregoingEnvironmental Law; (v) no reports have been filed, Seller has obtained all permits, authorizationsor are required to be filed, and licenses and caused all no notifications have been made or are required to be made as required made, by all applicable Environmental Laws. To Checkpoint or any Subsidiary of Checkpoint with any Governmental Entity concerning the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in or the threatened or actual violation of applicable any Environmental LawsLaw on or at Checkpoint Properties; (vi) other than in compliance with Environmental Law, any claim arising no Hazardous Material has been generated at, transferred or transported to or from, based ondisposed at or removed for disposal from, or relating to any environmental condition otherwise released at or involving from any of the PropertyCheckpoint Properties in a manner which caused Contamination, or the compliance or noncompliance with any Environmental Laws. There are (vii) there have been no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsinvestigations, including but not limited tostudies, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessmentsanalyses conducted since January 1, reports, inspections conducted for Seller 1994 by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of Checkpoint or any Subsidiary of Checkpoint relating to Checkpoint or any Subsidiary of Checkpoint or the Seller. If Seller Checkpoint Properties which have not been delivered to Ultrak prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Checkpoint Properties and no underground storage tanks have been closed or removed by Checkpoint or any of its Subsidiaries from any Checkpoint Properties which are or have been in the ownership of Checkpoint or any Subsidiary of Checkpoint; (ix) there is found no friable asbestos-containing material on the Checkpoint Property presently owned or operated by Checkpoint or any subsidiary of Checkpoint which would require, under ordinary occupancy (nonconstruction) conditions, a remedial action pursuant to not be in compliance with this Section 7(sthe Occupational Safety & Health Act ("OSHA"), or applicable state and local counterparts to OSHA and no such material has been removed from any Checkpoint Property while such Checkpoint Property was owned or operated by Checkpoint or any Subsidiary of Checkpoint; (x) in none of the Checkpoint Properties has been used at any waytime by Checkpoint or any Subsidiary of Checkpoint as a treatment, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowstorage or disposal facility under RCRA; and (xi) neither Checkpoint nor any Subsidiary of Checkpoint has incurred, and if none of the same Checkpoint Properties are not timely curedpresently subject to, Buyer shall have the right any material liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice has Except as otherwise disclosed in writing to Checkpoint and to Ultrak's Knowledge: (i) the businesses as presently or formerly engaged in by Ultrak and its Subsidiaries are and have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is conducted in full material compliance with all applicable Environmental Laws Laws, including, without limitation, having all material permits, licenses and other approvals and authorizations, during the time Ultrak or any Subsidiary of Ultrak engaged in such businesses; (ii) the properties presently or formerly owned or operated by Ultrak or any Subsidiary of Ultrak (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) ("Ultrak Properties") do not contain any Contamination other than as defined belowpermitted under applicable Environmental Law (provided, however, that with respect to Ultrak Properties formerly owned or operated by Ultrak or any Subsidiary of Ultrak, the representations in this Subsection (ii) are limited to the period Ultrak or any Subsidiary of Ultrak owned or operated such Ultrak Properties and to any Contamination that Ultrak was notified of in writing since the date of ownership or operation of such Ultrak Properties); (iii) neither Ultrak nor any Subsidiary of Ultrak has received any written notices, demand letters or requests for information from any Governmental Entity or any Person claiming that Ultrak or any Subsidiary of Ultrak violated, may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of Ultrak's or its Subsidiaries' businesses; (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against Ultrak or any Subsidiary of Ultrak with respect to Ultrak or any Subsidiary of Ultrak or the Ultrak Properties relating to the ownership of the Property and Seller’s operations on, atany violation, or relating to the Property. Without limitation alleged violation, of any of the foregoingEnvironmental Law; (v) no reports have been filed, Seller has obtained all permits, authorizationsor are required to be filed, and licenses and caused all no notifications have been made or are required to be made as required made, by all applicable Environmental Laws. To Ultrak or any Subsidiary of Ultrak with any Governmental Entity concerning the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in or the threatened or actual violation of applicable any Environmental LawsLaw on or at Ultrak Properties; (vi) other than in compliance with Environmental Law no Hazardous Material has been generated at, any claim arising transferred or transported to or from, based ondisposed at or removed for disposal from, or relating to any environmental condition otherwise released at or involving from any of the PropertyUltrak Properties in a manner which caused Contamination; (vii) there have been no environmental investigations, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsstudies, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessmentsanalyses conducted since January 1, reports, inspections conducted for Seller 1994 by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of Ultrak or any Subsidiary of Ultrak relating to Ultrak or any Subsidiary of Ultrak or the Seller. If Seller Ultrak Properties which have not been delivered to Checkpoint prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Ultrak Properties and no underground storage tanks have been closed or removed by Ultrak or any of its Subsidiaries from any Ultrak Properties which are or have been in the ownership of Ultrak or any Subsidiary of Ultrak; (ix) there is found no friable asbestos-containing material on the Ultrak Property presently owned or operated by Ultrak or any subsidiary of Ultrak which would require, under ordinary occupancy (nonconstruction) conditions, a remedial action pursuant to not be in compliance with this Section 7(s) in any wayOSHA, Buyer shall have the right or applicable state and local counterparts to request Seller to cure the same in like manner as provided in Section 9 belowOSHA, and if no such material has been removed from any Ultrak Property while such Ultrak Property was owned or operated by Ultrak or any Subsidiary of Ultrak; (x) none of the same Ultrak Properties has been used at any time by Ultrak or any Subsidiary of Ultrak as a treatment, storage or disposal facility under RCRA; and (xi) neither Ultrak nor any Subsidiary of Ultrak has incurred, and none of the Ultrak Properties are not timely curedpresently subject to, Buyer shall have the right any material liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 3.11 of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the SellerCompany Disclosure Letter, the Property is not contaminated by any Hazardous Material (as defined below) Company and its Subsidiaries are in violation of such Environmental Lawscompliance, and Seller has not received any noticein all material respects, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of with applicable Environmental Laws, including, without limitation, holding all material permits and authorizations required pursuant to such laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any claim arising fromfacts or circumstances that would prevent, based interfere with, or materially increase the cost of maintaining such compliance in the future. Neither the Company nor any of its Subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or relating at any of the Company Real Property other than in a manner that would not require remediation pursuant to applicable Environmental Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been released by them into the environment on, under or at any of the Company Real Property other than that which would not require remediation pursuant to Environmental Laws, or (iii) received any written notice (A) of any material violation of any Environmental Laws by them that has not been resolved, (B) of the institution or pendency of any material suit, action, claim, proceeding or investigation by any Governmental Body or any third party against them in connection with any such violation, (C) requiring the response to or remediation of a release of Hazardous Substances by them at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment by them of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property. To the knowledge of the Company, none of the Acquired Companies has ever owned any Real Property. The Company has provided to Parent all material assessments, reports, data, results of investigations or audits, and other material information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition at or involving of the Propertybusiness of the Company and its Subsidiaries, or the compliance (or noncompliance noncompliance) by the Company or any of its Subsidiaries with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint, or penalty has been served on Seller or received by any of the Principals from any entityCompany Group Members, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company Group Members, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerCompany Group Members, Seller is (b) each Company Group Member has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating no Hazardous Material is or, to the ownership Knowledge of the Property and Seller’s operations onCompany Group Members, was located at, on or relating under any property currently or formerly owned, operated or leased by any of the Company Group Members that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingCompany Group Members under any Environmental Laws, Seller (d) no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored or handled by any of the Company Group Members, and licenses and caused all notifications no Hazardous Material has been transported to be made as required by all applicable Environmental Laws. To the knowledgeor Released at any location, information and belief or exposed to any Person, in a manner that would has given or would give rise to any cost, liability or obligation of any of the Seller, the Property is not contaminated by Company Group Members under any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller (e) there are no agreements in which any of the Company Group Members has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation other Person arising under or proceeding pertaining relating to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:date hereof.

Environmental. No notice Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since December 31, 2017 or as is otherwise unresolved: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been served on Seller or received by any Company Party and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened, in each case which allege a violation of or liability under any lawEnvironmental Laws, regulationrelate to any Company Party and have not been settled or resolved, ordinance or code(b) each Company Party has all environmental permits, or requiring compliance with any lawlicenses and other approvals, regulationand has maintained all financial assurances, ordinance or code, demanding payment or contribution, necessary for environmental damage or injury its operations to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance comply with all applicable Environmental Laws (as defined below) relating to and is, and during the ownership term of all applicable statutes of limitation, has been, in compliance with the Property and Seller’s operations on, at, or relating to the Property. Without limitation terms of any of the foregoing, Seller has obtained all such permits, authorizations, and licenses and caused other approvals and with all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material has been released at, on or under any claim property currently owned, operated or leased by any Company Party in a manner or circumstance or condition that would reasonably be expected to give rise to any cost, liability or obligation of any Company Party under any Environmental Laws, (d) to the Knowledge of the Company, no Hazardous Material has been generated, owned, treated, stored, handled or controlled by any Company Party or transported by any Company Party to or released by any Company Party at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any Company Party under any Environmental Laws, (e) except for leases of the Leased Real Property, there are no written agreements in which any Company Party has expressly assumed or undertaken responsibility for any known or contingent liability or obligation of any other Person arising from, based on, under or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground , which in any such case has not been filed or above ground tanks posted by the Company as Company Information or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Backstop Parties prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowdate hereof, and if the same are not timely cured(f) no Company Party has entered into any consent decree, Buyer shall have the right settlement or other agreement with any Governmental Authority or is subject to rescind this Agreement any order issued by any Governmental Authority relating to any Environmental Laws or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Hazardous Materials.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 3.12 of the SellerCompany Disclosure Letter: (a) the Company and its Subsidiaries are in compliance, Seller is in full compliance all material respects, with all applicable Environmental Laws (as defined below), including holding all material permits and authorizations required pursuant to such Laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any facts or circumstances that would prevent, interfere with, or materially increase the cost of maintaining such compliance in the future; (b) relating the Owned Real Property and, to the ownership knowledge of the Company, the Leased Real Property and Seller’s operations on(including, atin each case, soils, groundwater, surface water, buildings or relating other structures) are not contaminated with any Hazardous Substance in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; (c) to the Property. Without limitation knowledge of the Company, the Real Property formerly owned by any of the foregoingAcquired Companies and the Real Property formerly leased by any of the Acquired Companies were not contaminated with any Hazardous Substance during the period of ownership or operation by the Company or any of its Subsidiaries in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; and (d) none of the Acquired Companies has (i) treated, Seller has obtained all permitsplaced, authorizationsheld, and licenses and caused all notifications stored, located, released, transported, handled or disposed of any Hazardous Substance on, under, from or at any of the Company Real Property (or any Real Property formerly owned by any of the Acquired Companies) other than in a manner that would not require a response action to be made as required by all protect human health and/or the environment pursuant to applicable Environmental Laws. To the knowledge, information and belief (ii) any knowledge of the Seller, the Property is not contaminated by presence of any Hazardous Material (as defined below) in violation Substances that have been released into the environment on, under or at any of such the Company Real Property other than that which would not require a response action to protect human health and/or the environment pursuant to Environmental Laws, and Seller or (iii) received any written notice (A) of any material violation of any Environmental Laws that has not received any noticebeen resolved, whether written (B) of the institution or oral, from any person that Seller or the Property is the subject pendency of any investigation material Proceeding by any Governmental Body or proceeding pertaining any third party in connection with any such violation, (C) requiring the response to the presence or remediation of or the a release or threatened release of Hazardous Substances at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment of a material amount for response to or remediation of a release of Hazardous Material in violation Substances at or arising from any of applicable Environmental Laws, any claim arising from, based onthe Company Real Property. The Company has provided, or relating will provide in accordance with Section 5.1 hereof, to any Parent all material assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to the environmental condition at or involving of the Propertybusiness of the Company and its Subsidiaries, or the compliance (or noncompliance noncompliance) by the Company or any of its Subsidiaries with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Company Real Property.

Environmental. No notice Except as set forth in Schedule 4.1(p), (i) each of the Company and its Subsidiaries is and has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership environment, human health and safety, pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials (collectively, “Environmental Laws”) and have obtained and are in compliance with all Permits required for the operation of the Property Company or its Facilities and Seller’s operations on, at, or relating to Environmental Laws; (ii) none of the Property. Without limitation of Company or any of the foregoing, Seller its Subsidiaries has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief received notice of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation actions, causes of action, claims, investigations, demands, proceedings, complaints or proceeding pertaining to the presence of notices by any person alleging liability under or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, non-compliance with or relating to any environmental condition at Environmental Law; (iii) no Hazardous Substance has been disposed of, released or involving discharged by the PropertyCompany or its Subsidiaries at, on, under or within the compliance currently owned, leased or noncompliance with operated real property of the Company or its Subsidiaries; (iv) no polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is present at, on or under any Environmental Laws. There are property owned, leased or operated by the Company or any Subsidiary which were under the control of or in existence as a result of actions by the Company or any Subsidiary; (v) no underground property owned, leased or above ground tanks operated by the Company or storage vessels presently any Subsidiary nor any property to which the Company or formerly used any Subsidiary has, directly or indirectly, transported or arranged for the storage transportation of any Hazardous Material present at Substances is listed or, to Seller’s Knowledge, proposed for listing, on the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsNational Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder) or on any similar federal, state or foreign list of sites requiring investigation or clean up; (vi) neither the Company nor any Subsidiary owns, leases or operates or has owned, leased or operated any property in New Jersey or Connecticut; (vii) there are no Environmental Liabilities; and (viii) there has been no environmental investigation, study, audit, test, review or other assessments, reports, inspections analysis conducted for of which Seller by independent, unrelated third persons and related has knowledge in relation to the Property current or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession prior business of the Seller. If Seller is found Company or any Subsidiary or any property or facility now or previously owned, leased or operated by the Company or any Subsidiary which has not been delivered to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Parent.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsBorrower shall, and licenses shall cause each of its Restricted Subsidiaries to: (a) (i) comply in all material respects with, and caused require compliance in all notifications to be made as required material respects by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws. To the knowledge; (ii) obtain, information comply substantially with and belief of the Sellermaintain all Environmental Permits necessary for its operations as conducted; and (iii) require that all tenants, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawssubtenants, contractors, and Seller has not received invitees obtain, comply substantially with and maintain any noticeand all Environmental Permits necessary for their operations as conducted, whether written with respect to any property leased or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising subleased from, based on, or relating to any environmental condition at operated by Borrower or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreementits Restricted Subsidiaries. For purposes of this Agreement:Section 7.10(a), noncompliance with the foregoing provisions shall not constitute a breach of this covenant; provided that, upon learning of any actual or suspected noncompliance, Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance; provided, further, that in any case such noncompliance would not reasonably be expected to result in a Material Adverse Effect; and (b) comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in a Material Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest would not

Environmental. No Except insofar as inaccuracies in the following statements would not have a Material Adverse Effect on the Company: (i) The properties owned or leased by the Company or any Subsidiary and properties formerly owned or leased by the Company or any Subsidiary for which the Company has contractual liability (the "Company Properties") are in compliance in all material respects with all applicable federal, state and local environmental and hazardous waste laws and regulations; (ii) no enforcement actions are pending or threatened against the Company or any Subsidiary and no notice of potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous waste sites) has been served received; (iii) there does not now exist on Seller the Company Properties, and there has not occurred on, from or under the Principals from Company Properties, a material disposal or release of, Hazardous Substances, Hazardous Wastes or Contaminants; (iv) the Company Properties contain no unregistered underground storage tanks; (v) neither the Company nor any entity, governmental body or individual claiming Subsidiary nor any violation of their respective predecessors has any contingent liability in connection with the release of any lawHazardous Substances, regulationHazardous Wastes or Contaminants into the environment; (vi) all broadcast facilities operated by the Company or any Subsidiary are, ordinance or codeand at all times prior hereto were, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) rules and regulations relating to RF radiation produced by a broadcast station; and (vii) neither the ownership Company or any Subsidiary nor any of the Property and Seller’s operations ontheir respective predecessors has (A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Substances, at, Hazardous Wastes or relating Contaminants to the Property. Without limitation any current or prior tenant or owner of any of real property owned or leased at any time by either the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications Company or any Subsidiary or to any party who may be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to potentially responsible for the presence of Hazardous Substances, Hazardous Wastes or the release Contaminants on any such real property; or threatened release (B) made any promise of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating indemnification to any environmental condition party regarding Hazardous Substances, Hazardous Wastes or Contaminants that may be located on any real property owned or leased at any time by either the Company or involving the Property, any Subsidiary or the compliance or noncompliance with any Environmental Lawsof their respective predecessors. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Section 4.16 of the Seller. If Seller Company Disclosure Memorandum contains a description of environmental indemnities of which either the Company or any Subsidiary is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:a beneficiary.

Environmental. No Except as expressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, Carvana has not received any written notice has been served on Seller or the Principals other written communication from any entityperson (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, governmental body Regulated Substances or individual claiming any violation USTs, or remediation thereof, or possible liability of any lawPerson (including without limitation, regulationCarvana Lessee) pursuant to any Environmental Law, ordinance or codeother environmental conditions in connection with the Real Property, or requiring compliance any actual or potential administrative or judicial proceedings in connection with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerforegoing. Carvana is fully familiar with the present use of the Property, Seller is and, after due inquiry, Carvana has become generally familiar with the prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Property, except in full De Minimis Amounts and in compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property Laws, and Seller’s operations on, at, no Release or relating to Threatened Release has occurred at or on the Property. Without limitation of The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any of past or ongoing alterations or improvements at the foregoingProperty, Seller has obtained are and have been at all permitstimes, authorizations, and licenses and caused in compliance with all notifications to be made as required by all applicable Environmental Laws. To the knowledgeNo further action is required to remedy any Environmental Condition or violation of, information and belief of the Selleror to be in full compliance with, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller no lien has not received any notice, whether written or oral, from any person that Seller or been imposed on the Property is in any federal, state or local Governmental Authority in connection with any Environmental Condition, the subject violation or threatened violation of any investigation Environmental Laws or proceeding pertaining to the presence of any Hazardous Materials on or off the Property. There is no pending or threatened litigation or proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened violation of any Environmental Laws or the release presence, Release, Threatened Release or threatened release placement on or at the Property of any Hazardous Material in Materials, or of any facts which would give rise to any such action, nor has Carvana (a) received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of applicable any Environmental LawsLaws at, on or in connection with the Property or that there exists a presence, Release, Threatened Release or placement of any claim arising from, based on, Hazardous Materials on or relating to any environmental condition at or involving the Property, or the compliance use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage disposal of any Hazardous Material present Materials at or on the Property. True and correct copies ; (b) received any notice under the citizen suit provision of all written environmental reportsany Environmental Law in connection with the Property or any facilities, including but not limited to, Phase I environmental site assessments, Phase II operations or greater environmental investigation reports, compliance auditsactivities conducted thereon, or other assessmentsany business conducted in connection therewith; or (c) received any request for inspection, reportsrequest for information, inspections conducted for Seller by independentnotice, unrelated third persons and related demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials relating to the Property or Seller’s any facilities, operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are activities conducted thereon or any business conducted in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:connection therewith.

Environmental. No notice has been served (a) Except to the extent that any of the following would not be reasonably likely to have a Material Adverse Effect on Seller or the Principals from any entityCompany: (i) the Company and its subsidiaries comply (which compliance includes, governmental body or individual claiming any violation without limitation, the possession by the Company and its subsidiaries of any lawall permits and other government authorizations required under applicable Environmental Laws, regulation, ordinance or code, or requiring and compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information terms and belief of the Seller, Seller is in full compliance conditions thereof) and at all times have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) in violation are present at any of such Environmental Lawsthe properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, ground water, surface water, buildings or other structures), (iii) no Hazardous Substances have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, ground water, surface water, buildings or other structures) during the period of ownership, lease, operation or use by the Company or any subsidiary or, to the actual knowledge of the Company or any Seller, at any other time, (iv) none of the Company or its subsidiaries disposed of or released or discharged Hazardous Substances from, onto or under or adjacent to any of the properties (including soils, ground water, surface water, buildings or other structures) formerly owned, leased, operated or otherwise used by the Company or any subsidiary, and Seller to the actual knowledge of the Company and any Seller, no Hazardous Substances were present at or disposed on or released or discharged by any other person or entity from, onto or under or adjacent to any of the properties (including soils, ground water, surface water, buildings or other structures) formerly owned, leased, operated or otherwise used by the Company or any subsidiary during the period of ownership, lease, operation or use by the Company or any subsidiary, (v) none of the Company or its subsidiaries are subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (vi) none of the Company or its subsidiaries or, to the actual knowledge of the Company or any Seller, any person or entity whose liability under any Environmental Law the Company has not or may have retained or assumed either contractually or by operation of law, has received any notice, whether written demand, letter, claim or oralrequest for information alleging that any of the Company, from its subsidiaries or, to the actual knowledge of the Company or any Seller, any person that Seller or entity whose liability under any Environmental Law the Property Company has or may have retained or assumed either contractually or by operation of law, is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material may be in violation of applicable or liable under any Environmental LawsLaw, (vii) none of the Company or its subsidiaries is subject to any order, decree, injunction or other directive of any governmental authority and none of the Company or its subsidiaries is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (viii) there are no circumstances or conditions involving any of Company and its subsidiaries or, to the actual knowledge of the Company or any Seller, any claim assets (including real property) or businesses previously owned, leased, operated or otherwise used by Company or any subsidiary or any assets (including real property) or businesses of any predecessors of the Company or any subsidiary that would reasonably be expected to result in any damages to the Company or any subsidiary arising fromunder or pursuant to Environmental Law or in any restriction on the ownership, based on, use or relating transfer of any of the assets of the Company or its subsidiaries arising under or pursuant to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice Except as set forth on Section 3.21(a) of the Company Disclosure Letter: (a) the Company Entities are, and since December 31, 2016 have been, in compliance in all material respects with all Environmental Laws; (b) the Company Entities possess all material Permits required pursuant to Environmental Laws for their occupancy of their owned, leased, or operated real property (including the Leased Real Property) or their operation of their business, all such Permits are valid and in full force and effect in all material respects, and the Company Entities are, and since December 31, 2016 have been, in compliance in all material respects with all such Permits; (c) no Company Entity has been served on Seller received any written notice, demand, or claim, which remains unresolved, alleging any material violation of, or material Liability under, Environmental Laws or Permits required pursuant to Environmental Laws; (d) there are no material Actions pending or, to the Principals from Knowledge of the Company, threatened in writing against any entityCompany Entity before or by any Governmental Entity under Environmental Laws, governmental body or individual claiming and no Company Entity is subject to any violation material outstanding Order of any lawGovernmental Entity under Environmental Laws; (e) no Company Entity has generated, regulationtreated, ordinance stored, released, disposed of, arranged for or codepermitted the disposal of, transported, arranged for or permitted the transportation of, handled, designed, manufactured, sold, marketed, distributed, or requiring compliance with exposed any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury Person to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, atany Hazardous Substance, or relating to the Property. Without limitation of owned or operated any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property facility or real property which is not contaminated by any Hazardous Material (Substance, in each case so as defined below) in violation of such to give rise to any material Liability to the Company Entities under Environmental Laws; (f) except as may be set forth in the Leases, and Seller no Company Entity has not received entered into any notice, whether written Contract that requires it to assume or oral, from provide an indemnity with respect to any person that Seller or the Property is the subject material Liabilities of any investigation or proceeding pertaining to other Person arising under Environmental Laws for which a Company Entity would not otherwise be liable; and (g) the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property Company Entities have been made available to Buyer for copying and/or inspection copies of all material environmental reports, compliance audits and site assessments, and other material environmental documents relating to the extent that the same any Company Entity or any of its current or former real properties, in each case which are in the their possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:their reasonable control.

Environmental. No Neither the Company nor any of its subsidiaries has received any notice or demand from any governmental authority or private party, nor is it aware that there has been served on Seller storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Principals Company or its subsidiaries (or to the best of the Company's knowledge, any of its predecessors in interest) at, upon or from any entityof the property now or previously owned or leased under contract for purchase by the Company or any of its subsidiaries, governmental body or individual claiming any affiliated partnerships in violation of any applicable law, regulationordinance, ordinance or coderule, regulation order, judgment, decree, or requiring compliance with permit or which would require remedial action by the Company or its subsidiaries which would not result in, or which would not be reasonably likely to result in, singularly or in the aggregatewith all such violations or remedial actions, any lawmaterial adverse change in the business, regulationbusiness prospects, ordinance financial condition, results of operations or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief properties of the Seller, Seller is in full compliance with all applicable Environmental Laws (Company and its subsidiaries taken as defined below) relating a whole. Neither the Company nor any of its subsidiaries has received notice or demand nor to the ownership best of the Property and Seller’s operations onCompany's knowledge is it aware that there has been a material spill, atdischarge, leak, emission, injection, escape, dumping or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its subsidiaries, except for any such spill, discharge, leak, emission, injections, escapes, dumpings or release which would not result in violation of applicable Environmental Lawsor would not be reasonably likely to result in, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings, and releases, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are material adverse change in the possession business, business prospects, financial condition, results of operations or properties of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayCompany and its subsdiaries taken as a whole, Buyer Ther terms "hazardous wastes", "toxic wastes", "hazardous substances", and "medical wastes", shall have the right meanings specified in any applicable local, state, federal and foreign laws of regulations with respect to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:environmental protection.

Environmental. No notice has (i) The businesses as presently or formerly engaged in by the Company and each of its subsidiaries are and have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring conducted in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance all material respects with all applicable Environmental Laws (as defined below), including, without limitation, having all required permits, licenses and other approvals and authorizations, during the time the Company and each of its subsidiaries engaged in such businesses, (ii) relating the properties presently or formerly owned or operated by the Company and each of its subsidiaries (including, without limitation, soil, groundwater or surface water on, under or adjacent to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsproperties, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To buildings thereon) (the knowledge, information and belief of the Seller, the Property is "PROPERTIES") do not contaminated by contain any Hazardous Material Substance (as defined below) other than as permitted under applicable Environmental Law (provided, however, that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, such representation is limited to the period the Company or any of its subsidiaries owned or operated such Properties), (iii) except as disclosed on Schedule 5.1(t), neither the Company nor any of its subsidiaries has received any notices, demand letters or request for information from any Governmental Entity or any third party indicating that the Company or any of its subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of such Environmental Lawsthe Company's or any of its subsidiaries' businesses, and Seller has not received (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against the Company or any notice, whether written of its subsidiaries with respect to the Company or oral, from any person that Seller of its subsidiaries or the Property is the subject Properties relating to any violation, or alleged violation, of any investigation Environmental Law, (v) no reports have been filed, or proceeding pertaining are required to be filed, by the presence Company or any of or its subsidiaries concerning the release or threatened release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at the Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Properties during the time such Property was owned or operated by the Company or any of its subsidiaries, other than as permitted under applicable Environmental LawsLaw, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or any of its subsidiaries relating to the Company, any of its subsidiaries or the Properties which have not been delivered to the Purchaser prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or any of its subsidiaries (provided, however, that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, the representations in this subsection (viii) are limited to the period the Company and any of its subsidiaries owned or operated such Properties), (ix) there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Property presently owned or operated by the right to request Seller to cure the same in like manner as provided in Section 9 belowCompany or any of its subsidiaries, and if no asbestos has been removed from any Property while such Property was owned or operated by the same Company or any of its subsidiaries, (x) none of the Properties has been used at any time by the Company or any of its subsidiaries as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor any of its subsidiaries has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, such representation is limited to the period the Company or any of its subsidiaries owned or operated such Properties) are not timely curedpresently subject to, Buyer shall have the right any material Liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice has been served on Seller Except as set forth in the Questionnaires, other than in De Minimis Amounts or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating Laws, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on any of the Premises by Debtor or its Affiliates or, to the ownership best of the Property and Seller’s operations onDebtor's knowledge, at, or relating to the Property. Without limitation by any prior owner of any of the foregoingPremises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, Seller other than in De Minimis Amounts, no Release or Threatened Release has obtained all permitsoccurred at or on any of the Premises while in the possession and control of the Debtor and its Affiliates or, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the best of Debtor's knowledge, information while in the possession and belief control of any prior owner of any of the SellerPremises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, the Property is not contaminated activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any Hazardous Material (as defined below) past or ongoing alterations or improvements at each of the Premises, are and have been at all times in violation of such compliance with all Environmental Laws, except such non-compliance which would not reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, no further action is required to remedy any Environmental Condition or violation of, or to be in compliance in all material respects with, any Environmental Laws and Seller no lien has not received been imposed on any noticeof the Properties by any Governmental Authority in connection with any Environmental Condition, whether written the violation or oral, from any person that Seller or the Property is the subject threatened violation of any investigation Environmental Laws or proceeding pertaining to the presence of any Hazardous Materials on or off any of the Premises. There is no pending or, to the best of Debtor's knowledge, threatened litigation or proceeding before any Governmental Authority in which any Person alleges the violation or threatened violation of any Environmental Laws or the release presence, Release, Threatened Release or threatened release placement on or at any of the Premises of any Hazardous Material in Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of applicable any Environmental LawsLaws at, on or in connection with any claim arising fromof the Premises or that there exists a presence, based onRelease, Threatened Release or placement of any Hazardous Materials on or at any of the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information notice, demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials relating to any environmental condition at of the Premises or involving any facilities, operations or activities conducted thereon or any business conducted in connection therewith. FFCA has charged Debtor a fee for the Property, Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or the compliance or noncompliance provide Debtor with any Environmental Lawscoverage thereunder. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True The information and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are disclosures in the possession of the Seller. If Seller is found to not be Questionnaires are true, correct and complete in compliance with this Section 7(s) in any wayall material respects, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowFFCA may rely on such information and disclosures, and if the same are not timely cured, Buyer shall have Persons executing the right Questionnaires were duly authorized to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:do so.

Environmental. No notice Except as may be actually disclosed in the Environmental Report, (i) no Hazardous Substances are now or have ever been located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited, or disposed of in, upon, under, over 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, losses or expenses or otherwise violate any Environmental Laws; (ii) no 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 a tenant's business located in 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) 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 to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) no Property has 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 tank is now located on or in any Individual Property or if previously located therein has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is removed therefrom in full compliance with all applicable Environmental Laws and any clean-up of the surrounding soil in connection therewith has been completed; (vi) no asbestos, ACM, materials containing urea-formaldehyde, or transformers, capacitors, ballasts or other equipment that contain PCBs are located about any Individual Property; (vii) 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; (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 amy Property; (xi) no oral or written notification of a Release (as sxxx term is defined belowin 42 U.S.C. Section 9601(22)) relating 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 government agency; (xii) there are no environmental liens on any Property, and, to the ownership 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 Property and Seller’s operations on, at, or relating to the Property. Without limitation transportation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications Hazardous Substances to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property any location which is not contaminated by listed or proposed for listing under CERCLA or on any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written similar state list or oral, from any person that Seller or the Property which is the subject of any investigation federal, state or proceeding pertaining to the presence of local enforcement actions or the release other investigations; (xiv) no environmental or threatened release of any Hazardous Material in violation of applicable Environmental Lawsengineering investigations, any claim arising fromstudies, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property analyses have been made available to Buyer for copying and/or inspection to the extent that the same conducted by or are in the possession of Borrower or its Affiliates in relation to any Property other than the SellerEnvironmental Report; Borrower has delivered a true, correct and complete copy of each of the Environmental Report to Lender; and (xv) to the best of Borrower's knowledge, the Environmental Report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make any statement contained therein or herein, in light of the circumstances under which such statements were made, not misleading. If Seller is found to not be The representations by Borrower contained in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure 4.20 as the same in like manner as provided in Section 9 below, and if relate to tenants at the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit Properties shall be immediately refunded limited to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Borrower's knowledge.

Environmental. No notice has been served on Seller (xxxii) Except as described in or contemplated by the Principals from any entityProspectus, governmental body or individual claiming any violation and except as would not otherwise reasonably be expected to have a Material Adverse Effect, (A) the Company and each of any law, regulation, ordinance or code, or requiring its subsidiaries is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (B) relating the Company and each of its subsidiaries has made all filings and provided all notices required under any applicable Environmental Law, (C) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the ownership best knowledge of the Property Company, threatened against the Company or any of its subsidiaries under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of its subsidiaries, (E) neither the Company nor any of its subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Seller’s operations onLiability Act of 1980, atas amended ("CERCLA"), or relating any comparable law, (F) no property owned or operated by the Company or any of its subsidiaries is (i) listed or, to the Property. Without limitation best knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation and Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any governmental authority, (G) neither the Company nor any of the foregoingits subsidiaries is subject to any order, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written decree or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based onagreement requiring, or relating otherwise obligated or required to perform any environmental condition at response or involving the Property, or the compliance or noncompliance with corrective action under any Environmental Laws. There Law, (H) there are no underground past or above ground tanks present actions, occurrences or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:operations

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been served on Seller or received by the Principals from any entityCompany, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any lawenvironmental laws, regulationin each case relating to the Company, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, (b) the Company has received (including timely application for environmental damage or injury to natural resources. To the knowledge, information and belief renewal of the Sellersame), Seller is and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws environmental laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable environmental laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no hazardous material is located at, on or relating under any property currently or formerly owned, operated or leased by Parent or any of the Subsidiaries that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingParent or any of its Subsidiaries under any environmental laws other than future costs, Seller liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has obtained all permitsproduced, authorizationsstored or transported hydrocarbons, (d) no hazardous material has been released, generated, owned, treated, stored or handled by Parent or any of its Subsidiaries, and licenses and caused all notifications no hazardous material has been transported to or released at any location in a manner that would reasonably be made as required by all applicable Environmental Laws. To the knowledgeexpected to give rise to any cost, information and belief liability or obligation of Parent or any of the SellerSubsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the Property is not contaminated by any Hazardous Material (as defined below) in violation end of such Environmental Lawsthe productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and Seller (e) there are no agreements in which Parent or any of the Subsidiaries has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving the Propertylaws that remains unresolved other than future costs, or the compliance or noncompliance liabilities and obligations associated with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present remediation at the Property. True and correct copies end of all written environmental reportsthe productive life of a well, including but facility or pipeline that has produced, stored or transported hydrocarbons, which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Backstop Parties prior to the extent that Execution Date. Notwithstanding the same are generality of any other representations and warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 3.15 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to environmental laws or hazardous materials.

Environmental. No notice has been served (i) Except as set forth on Seller or Schedule 4(o): (A) the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To Company and the knowledge, information and belief of the Seller, Seller is Business are in full substantial compliance with all applicable Environmental Laws Laws; (as defined belowB) relating to the ownership of the Property Company’s Knowledge and Seller’s operations onexcept as permitted by law, at, or relating to the Property. Without limitation of there has been no Release at any of the foregoingproperties owned or operated by the Company or any former Subsidiary or Affiliate of the Company, Seller or at any disposal or treatment facility which received Regulated Substances generated by the Company or any predecessor in interest; (C) no Environmental Claim has obtained all permitsbeen asserted against or addressed to the Company or any former Subsidiary or Affiliate of the Company nor does the Company have knowledge or notice of any threatened or pending Environmental Claim against the Company or any former Subsidiary or Affiliate of the Company; (D) to the Company’s Knowledge, authorizations, and licenses and caused all notifications no property now or formerly owned or operated by the Company has been used as a treatment or disposal site for any Regulated Substances; (E) the Company has not failed to report to the proper Governmental Authority any Release which is required to be made as required so reported by all applicable any Environmental Laws. To ; (F) the knowledgeCompany holds all Permits required under any Environmental Laws in connection with the operation of its Business, information and belief of except for such Permits as to which the Seller, Company’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; (G) the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Company has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that (x) any work, repairs, construction or capital expenditures are required to be made in respect as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsany Permit issued pursuant thereto or (y) any Permit referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect; and (H) the Company has heretofore provided to the Buyer all studies, reports, inspections conducted for Seller by independentlaboratory data, unrelated third persons analyses, and related the like in the Company’s possession or control and pertaining in any way to the Property or Seller’s operations onenvironmental condition of the facilities, at, or relating and has heretofore disclosed to the Property have been made available to Buyer for copying and/or inspection in writing any material information known to the extent that Company regarding the same are in the possession environmental condition of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Company’s facilities.

Environmental. No notice has been served Except as set forth on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Section 5Q of the Seller, Seller is Company Disclosure Letter: (i) the Company and its Subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, except to the extent any instances of noncompliance would, individually or in the aggregate, not have a Company Material Adverse Effect; (ii) the Company and Seller has its Subsidiaries maintain and are in compliance with all Licenses and Permits and other authorizations that are required pursuant to Environmental Laws for the occupation of their facilities and the operation of their business as conducted as of the date hereof (“Environmental Permits”), except to the extent any failure to maintain such Environmental Permits or instances of noncompliance with such Environmental Permits would not, individually or in the aggregate, have a Company Material Adverse Effect; (iii) the Company and its Subsidiaries have not received released any notice, whether written or oral, from any person that Seller or regulated pollutants on the Leased Real Property and is the subject not aware of any investigation or proceeding pertaining to the presence of any regulated pollutants on the Leased Real Property and (iv) since two (2) years prior to the date hereof, neither the Company nor any of its Subsidiaries has received from a Governmental Entity or the release or threatened release other third party any written notice of any Hazardous Material in violation of applicable of, or liability under, Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection except to the extent that the same are subject matter of such notice would not, individually or in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayaggregate, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreementa Company Material Adverse Effect. For purposes of this Agreement:, “Environmental Laws” shall mean all federal, state and local statutes, regulations, ordinances and other provisions having the force or effect of law, and all judicial and administrative orders and determinations which are binding upon the business of the Company and its Subsidiaries, in each case, concerning pollution or protection of the environment, including all those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, or polychlorinated biphenyls, as such of the foregoing are promulgated and in effect on or prior to the Closing Date. The representations and warranties set forth in this Section 5Q are the sole and exclusive representations and warranties of the Company with respect to environmental matters, including all matters arising under or relating to Environmental Laws.

Environmental. No notice has been served on Seller or (a) (i) AFN and the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information AFN Subsidiaries comply and belief of the Seller, Seller is have complied in full compliance all material respects with all applicable Environmental Laws (as defined below), (ii) relating to the ownership knowledge of the Property and Seller’s operations onAFN, at, or relating to the Property. Without limitation no material amount of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently leased, operated or otherwise used by AFN or the AFN Subsidiaries (including soils, groundwater, surface water, buildings or other structures) during the time period the properties have been leased, operated or otherwise used by AFN or the AFN Subsidiaries, (iii) to the knowledge of AFN, no material amount of Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries during the period of ownership, lease, operation or use by AFN or the AFN Subsidiaries, (iv) neither 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, leased, operated or otherwise used by any third party, (v) neither AFN nor any of the AFN Subsidiaries or, to the knowledge of AFN, any legal predecessor of AFN or any AFN Subsidiary, has received any written notice, demand, letter, claim or request for information alleging that AFN or any of the AFN Subsidiaries is or may be in violation of such or liable under any Environmental LawsLaw, and Seller has not received (vi) neither AFN nor any noticeof the AFN Subsidiaries is subject to any order, whether written decree, injunction or oral, from other directive of any Governmental Authority or is subject to any indemnity or other agreement with any person that Seller or entity relating to Hazardous Substances and (vii) to the knowledge 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 Property is AFN Subsidiaries, or any of the subject assets (including real property) or businesses of any investigation or proceeding pertaining to the presence predecessors of AFN or the release AFN Subsidiaries that could reasonably be expected to result in any material damages or threatened release liabilities to AFN or any of the AFN Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the ownership, use or transfer of any Hazardous Material in violation of the assets of AFN or any of the AFN Subsidiaries arising under or pursuant to any applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served Except as set forth on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Section 4.17 of the Seller, Seller Xxxxx Disclosure Letter: (a) each Xxxxx Company has complied with and is in full material compliance with all applicable Environmental Laws Laws; (as defined belowb) each Xxxxx Company has obtained and complied with, and is in substantial compliance with, all material Permits that are required pursuant to any applicable Environmental Law for the occupation of its facilities or the operation of its businesses; (c) all such required Permits are set forth on Section 4.15(b) of the Xxxxx Disclosure Letter; (d) since January 1, 2004, no Xxxxx Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any applicable Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental Law which have not been resolved; (e) except in the ownership ordinary course of business and in material compliance with applicable Environmental Law, none of the Property following exists at any property or facility currently owned or operated by any Xxxxx Company and Seller’s operations onnone of the following existed at any property or facility previously owned or operated by any Xxxxx Company during the time the Xxxxx Company owned or operated such property or facility that individually or in the aggregate may have a Material Adverse Effect: (i) underground storage tanks, at(ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or relating to (iv) landfills, surface impoundments or disposal areas; (f) no Xxxxx Company has treated, stored, disposed of, arranged for or permitted the Property. Without limitation of disposal of, transported, handled or released any of the foregoingsubstance, Seller has obtained all permitsincluding any Hazardous Substance, authorizations, or owned or operated any property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowSubstance) in violation a manner that has given or would give rise to any material Liability, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any applicable Environmental Law. Neither this Agreement nor the Transactions will result in any material Liability for site investigation or cleanup, or notification to or Consent of such any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws; (g) no Xxxxx Company has, and Seller has not received either expressly or by operation of law, assumed or undertaken any noticematerial Liability, whether written including any obligation for corrective or oralremedial action, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or other Person relating to any environmental condition at applicable Environmental Law; and (h) no facts, events or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or conditions relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession past or present facilities, properties or operations of the Seller. If Seller is found to not be in any Xxxxx Company will prevent, hinder or limit continued material compliance with this Section 7(s) in any wayapplicable Environmental Law, Buyer shall have the right give rise to request Seller any investigatory, remedial or corrective obligations pursuant to cure the same in like manner as provided in Section 9 belowany applicable Environmental Law, and if the same are not timely curedor give rise to any other material Liabilities pursuant to any applicable Environmental Law, Buyer shall have the right including any relating to rescind this Agreement onsite or waive such defectoffsite releases or threatened releases of hazardous materials, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreementsubstances or wastes, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation personal injury, property damage or liability under this Agreement. For purposes of this Agreement:natural resources damage.

Environmental. No notice 5.26.1 Except as set forth in Section 5.26.1 of the Disclosure Schedule: (i) the Company and each of its Subsidiaries has been served on Seller or for the Principals past three (3) years complied in all material respects with and is currently in compliance in all material respects with all Environmental Laws and has in the past three (3) years received from any entity, governmental body Person any (A) Environmental Notice or individual claiming any violation of any law, regulation, ordinance or codeEnvironmental Claim, or requiring (B) written request for information pursuant to any Environmental Law, which, in the case of (A) and (B), would reasonably be expected to result in a material Liability of the Company or its Subsidiaries and either remains pending or unresolved, or is the source of ongoing material obligations or requirements as of the Closing Date; (ii) the Company and each of its Subsidiaries have obtained and are in material compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all material Permits required under all applicable Environmental Laws (the “Environmental Permits”) necessary for the operation or of the Business of the Company and each of its Subsidiaries as defined belowcurrently conducted; (iii) relating (A) there has been no Release of Hazardous Materials by the Company or any of its Subsidiaries at any real property currently operated, leased or used, or, to the ownership Knowledge of the Property Company, at any real property formerly operated, leased or used by the Company or any of its Subsidiaries, and Seller’s operations on(B) neither the Company nor any of its Subsidiaries has received an Environmental Notice that any real property currently operated, atleased or used by the Company or any of its Subsidiaries has been contaminated with any Hazardous Material, in each case of (A) and (B), which would reasonably be expected to result in a material US_ACTIVE-116890188.17-330225-00006 Environmental Claim against, or relating to a material violation of Environmental Laws or the Property. Without limitation terms of any Environmental Permit by, the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, or Released, any Hazardous Materials, in each case, which would reasonably be expected to result in a material Environmental Claim against, or a material violation of Environmental Laws or the terms of any Environmental Permit by, the Company or any of its Subsidiaries; and (v) neither the Company nor any of its Subsidiaries has manufactured, sold, marketed, installed or distributed products or items containing asbestos or silica in a manner that would reasonably be expected to give rise to a material Liability of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Company or any of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:its Subsidiaries.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring Target and its Subsidiaries are (i) in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted, (iii) have not received notice of any claim arising fromactual or potential liability under any Environmental Laws, based onexcept where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (iv) Target and its Subsidiaries have operated their respective businesses at all times and have received, handled, used, stored, treated, shipped and disposed of all Contaminants without violation of Environmental Laws, (v) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Target or any of its Subsidiaries that have not been remedied, (vi) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Target or any environmental of its Subsidiaries, (vii) neither Target nor any of its Subsidiaries has failed to report to the proper federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws; and (viii) all licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use of their respective assets, are in full force and effect, and neither Target nor any of its Subsidiaries has received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by its as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsany licence, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property permit or Seller’s operations on, atapproval issued pursuant thereto, or relating that any licence, permit or approval referred to the Property have been above is about to be reviewed, made available subject to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any waylimitations or conditions, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowrevoked, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement withdrawn or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:terminated.

Environmental. No notice has been served on (a) Except to the extent that any of the following, individually or in the aggregate, could not result in any Damages (as defined in Section 7.2(a) hereof) to any of the Seller Entities, the Assets or the Principals from any entityBusiness, governmental body individually or individual claiming any violation in the aggregate, of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To a value greater than $50,000: (i) the knowledge, information and belief of the SellerSellers, Seller is Parent (in full compliance connection with the Business), the Assets and the Business comply and at all times have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Sellers (including soils, groundwater, surface water, buildings or other structures) or Seller Parent (in violation connection with the Business), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of such Environmental Lawsthe properties formerly owned, and leased, operated or otherwise used by the Sellers, Seller Parent (in connection with the Business) or the Business during the period of ownership, lease, operation or use by any of the Sellers, Seller Parent (in connection with the Business) or the Business, (iv) none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business are subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) none of the Seller Entities or the Business has not received any notice, whether written demand, letter, claim or oralrequest for information alleging that any of the Sellers, from any person that Seller Parent (in connection with the Business), the Assets or the Property Business is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material may be in violation of applicable or liable under any Environmental LawsLaw, (vi) none of the Sellers, Seller Parent (in connection with the Business), any claim arising fromof the Assets or the Business is subject to any order, based ondecree, injunction or other directive of any governmental authority and none of the Sellers, Seller Parent (in connection with the Business), the Assets or the Business is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving any of the Seller Entities, any of the Assets or the Business, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by any of the Seller Entities, or relating any of the assets (including real property) or businesses of any predecessors of any of the Seller Entities that could reasonably be expected to result in any Damages to any environmental condition at or involving of the PropertySellers, Seller Parent (in connection with the Business), any of the Assets or the compliance Business arising under or noncompliance with pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the Assets arising under or pursuant to any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served (a) Except as set forth on Seller or Schedule 5.16(a), the Principals from any entityCompany and its Subsidiaries comply, governmental body or individual claiming any violation of any lawand the Company, regulationits Subsidiaries and their respective predecessors at all times during their existence have complied, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below). (b) relating There is not now pending or, to the ownership knowledge of the Property and Seller’s operations onCompany or any of its Subsidiaries, atthreatened, any action, claim, proceeding or investigation, nor has the Company, its Subsidiaries, or relating to any of their respective predecessors received any notice, claim, demand letter or request for information at any time, alleging that the PropertyCompany, any of its Subsidiaries, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation. Without limitation of (c) Except as disclosed on Schedule 5.16(c), there are no Hazardous Substances (as defined below) located on any of the foregoingproperties currently or formerly owned or operated by the Company, Seller has obtained all permitsany of its Subsidiaries or any of their respective predecessors (including soil, authorizationsgroundwater and surface features and buildings and structures thereon) (the "Properties"), and licenses none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil xxxxx, or associated piping. (d) The Company and caused all notifications to be made its Subsidiaries do not have any contingent liability in connection with a Release (as required by all applicable Environmental Lawsdefined below) or threatened Release of any Hazardous Substance at any location. (e) To the knowledge, information and belief knowledge of the SellerCompany and its Subsidiaries, the Property is not contaminated by any Hazardous Material there are no present or past Environmental Conditions (as defined below) in violation any way related to the Company, any of such Environmental Lawsits Subsidiaries, and Seller has not received or any noticeof their respective predecessors that have, whether written or oralmay have, from individually or in the aggregate, a material adverse effect with respect to any person that Seller Property or the Property is business or condition of the subject of Company and its Subsidiaries, taken as a whole. (f) As used herein, "Environmental Law" means any investigation federal, state, local or proceeding pertaining foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to the presence of pollution, contamination, wastes, hazardous material or the release protection of the environment, human health or threatened release safety. (g) As used herein, "Hazardous Substance" means any substance that is listed, classified under or regulated by any governmental authority pursuant to any Environmental Law, including, without limitation, any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon. (h) As used herein, "Release" means any release, spill, emission, leaking, pumping, injection, deposit, discharge, dispersal, leaching or migrating into the indoor or outdoor environment of any Hazardous Material in violation of applicable Substance. (i) As used herein, "Environmental Laws, any claim arising from, based on, Condition" means the Release or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage threatened Release of any Hazardous Material present at Substance upon, under, in or about any of the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsProperties, or any other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the circumstance involving any Property or Seller’s operations onthe Company, atany of its Subsidiaries, or relating any of their respective predecessors that could be expected to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) result in any wayclaim, Buyer shall have liability, costs or losses, or any restriction on the right ownership, use or transfer of any Property pursuant to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writingany Environmental Law. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:5.17

Environmental. No notice has been served on Seller or Landlord hereby warrants and represents to the Principals from any entitybest of its knowledge that, governmental body or individual claiming any violation of any lawexcept as set forth below, regulationthe Premises does not contain asbestos, ordinance or codePCB transformers, or requiring compliance other hazardous, toxic or contaminated materials or substances, or underground fuel storage tanks or any other material or substance which is defined or classified as hazardous or toxic under federal, state or local law (the aforementioned all of which collectively shall hereinafter be referred to as “Hazardous Materials”). Landlord hereby covenants and agrees to indemnify and hold harmless Tenant and its directors, officers, employees, successors, legal representatives and assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or in any lawway connected with or alleged or claimed to arise out of, regulation, ordinance result from or code, demanding payment be in any way connected with (a) the use or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief occupancy of the SellerPremises by the Landlord or any previous owner/occupant/user of the Premises, Seller is in full compliance with or any portion thereof, prior to Tenant’s occupancy of the Premises; (b) the use or occupancy of the Premises by any subsequent owner/occupant/user of the Premises, or any portion thereof, after Tenant’s occupancy of the Premises terminates; (c) violations by any prior or subsequent owner/occupant/user of the Premises of local, state and/or federal laws and regulations, including all applicable Environmental Laws (environmental laws and regulations as defined below) relating to well as any liabilities, resulting from the ownership practices of the Property and Seller’s operations on, at, prior or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to subsequent owner/occupant/user whether or not such practices were or could be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in deemed a violation of such Environmental Lawslaws and regulations; and (d) contamination of the Premises by Landlord or by its agents or employees during the Term hereof. Landlord’s obligations under Section 23 of this Lease shall survive the expiration or earlier termination of this Lease. Landlord has had a standard Phase I environmental audit (“First Audit”) performed on the Premises. Tenant has approved the nature and extent of the First Audit. Tenant has accepted the nature and extent of the testing done by the consultant and any testing requested by Tenant over and above a standard Phase I audit shall be paid for by Tenant. Tenant hereby covenants and agrees to indemnify and hold harmless Landlord and its directors, officers, employees, successors, legal representatives and Seller has assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or in any way connected with or alleged or claimed to arise out of, result from or be in any way connected with (a) the use or occupancy of the Premises by the Tenant or any occupant/user of the Premises, or any portion thereof, during the Term of this Lease; and (b) violations by Tenant or any occupant/user of the Premises during the Term of this Lease of local, state and/or federal laws and regulations, including all applicable environmental laws and regulations as well as any liabilities resulting from the practices of Tenant or any occupant/user of the Premises during the Term of this Lease whether or not received any noticesuch practices were or could be deemed a violation of such laws and regulations. The indemnification provided by Tenant in the preceding sentence shall not be applicable if it can be demonstrated that the Hazardous Materials found on the Premises were present on the Premises prior to the Commencement Date, whether written or oral, from any person nor shall it be applicable in the event that Seller or the Property is the subject source of any investigation contamination is from adjacent properties or proceeding pertaining to otherwise as a result of the presence actions of the Landlord, its agent or employees. Landlord understands that Tenant is relying solely on the release or threatened release Landlord’s warranties and representations made hereunder and the results of the First Audit, regarding the existence of any Hazardous Material in violation of applicable Environmental LawsMaterials on or about the Premises. Tenant, at any claim arising from, based on, or relating time and from time to any environmental condition at or involving time during the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Term of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayLease, Buyer shall have the right to request Seller to cure conduct inspections, tests, surveys and other studies for the same in like manner as provided in Section 9 belowpurpose of identifying the existence in, and if on or about the same are not timely curedPremises of Hazardous Materials. It is understood, Buyer however, that Tenant shall have the right no obligation to rescind this Agreement or waive make such defectinspection, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreementtests, the Deposit shall be immediately refunded to Buyer surveys and studies and the parties fact that Tenant does not make them shall be discharged from all further obligation or liability in no way reduce the Tenant’s rights nor the Landlord’s obligations under this AgreementLease. For purposes of this Agreement:All exceptions to the foregoing representations and warranties are listed below: None, except any matters revealed by the First Audit.

Environmental. Except for (i) the matters described in the Phase I Environmental Site Assessment prepared by Montgomery Watson concerning the Company dated July, 1995 (the "Xxxxx X Rxxxxx"), and (ii) the matters referenced in Schedule 3.21: (i) There are no criminal, civil or administrative proceedings relating to Environmental Laws pending or threatened in writing against the Company or any Subsidiary in connection with their businesses; (ii) No notice has been served underground storage tanks or related equipment or containers are located on Seller property currently owned or leased by the Principals from Company or any entitySubsidiary; (iii) Neither the Company nor any Subsidiary is generating, governmental body or individual claiming any violation of any lawmanufacturing, regulationrefining, ordinance or codetransporting, treating, storing, handling, disposing of, transferring, producing, or requiring processing (or has generated, manufactured, refined, transported, treated, stored, handled, disposed of, transferred, produced or processed) any Hazardous Materials on any property currently owned or leased by the Company or any Subsidiary, except in compliance in all material respects with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To all applicable Environmental Laws; (iv) Except where the knowledge, information and belief of the Seller, Seller is Company has complied in full compliance all respects with all applicable Environmental Laws (as defined below) relating to including without limitation the ownership maintenance of required records and the Property and Seller’s operations onfiling of required reports), atthere has been no release, spill, leak, pumping, pouring, emitting, emptying, discharge, injection, escape, leaching, disposal or relating to the Property. Without limitation dumping of any of the foregoing, Seller has obtained all permits, authorizationsHazardous Materials, and licenses there has been no release or threat of release of any Hazardous Materials emanating from or to any properties presently or formerly owned or leased by the Company or any of its Subsidiaries that could give rise to liability or any other obligation under applicable Environmental Laws; (v) The Company and caused each Subsidiary is presently in compliance in all notifications to be made as required by material respects with all applicable Environmental Laws. To ; (vi) Neither the knowledgeCompany nor any Subsidiary has entered into or received written notice that it is subject to any consent decree, information compliance order or administrative order or lien with respect to any applicable Environmental Law or received any written request for information, notice, notification, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Liabilities; (vii) The Company and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has each Subsidiary have not received any noticeassessment for any citations, whether written fines or oral, from penalties under any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsLaw, any claim arising fromwhich have not been paid, based onand no such citations, fines, penalties or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property assessments have been made available to Buyer for copying and/or inspection to threatened against the extent that the same Company or any Subsidiary since January 31, 1994; and (viii) The Company and each Subsidiary have or are in the possession process of obtaining all permits relating to applicable Environmental Laws which are necessary to the Sellerconduct of their applicable businesses. If Seller is found to not be in compliance with this Section 7(s) in any wayExcept for the Phase I Report, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowsince January 1, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement1990, the Deposit shall Company has neither prepared nor caused to be immediately refunded to Buyer and the parties shall be discharged from all further obligation prepared nor received any environmental audits, environmental risk assessments or liability under this Agreementsite assessments. For purposes of this Agreement:3.22.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller or received by any of the Principals from any entityDebtors, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors, Seller is (b) each Debtor has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws other than future costs, Seller liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has obtained all permitsproduced, authorizationsstored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and licenses and caused all notifications no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be made as required by all applicable Environmental Laws. To the knowledgeexpected to give rise to any cost, information and belief liability or obligation of any of the SellerDebtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the Property is not contaminated by any Hazardous Material (as defined below) in violation end of such Environmental Lawsthe productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There (e) there are no underground or above ground tanks or storage vessels presently or formerly used for the storage of agreements in which any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Debtors has expressly 35

Environmental. No notice (a) Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries and each of the Mining Operations is and has been served on Seller in compliance with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws; (ii) the Company and each of its Subsidiaries, directly or through the Principals from any entityContractors possesses, governmental body or individual claiming any violation of any lawhas possessed and is and has been in compliance in all material respects with all applicable Environmental Permits; (iii) there are no Actions pending or, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Knowledge of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating threatened against either the Company or any of its Subsidiaries or to the ownership Knowledge of the Property and Seller’s operations on, at, Seller either of the Contractors alleging that the Company or relating to the Property. Without limitation any of its Subsidiaries or any of the foregoingMining Operations is in violation of or has any Liability under Environmental Laws or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, Seller has obtained all permitsfrom, authorizationsin, to, on, or under any Site and licenses no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the Company and caused all notifications to be made as required by all its Subsidiaries under applicable Environmental Laws. To ; (v) neither the knowledge, information and belief Company nor any of its Subsidiaries nor to the Knowledge of the SellerSeller either of the Contractors has transported or arranged for the treatment, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawsstorage, and Seller has not received any noticehandling, whether written disposal or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release transportation of any Hazardous Material to any location which has resulted or could result in violation of applicable Environmental Lawsa material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, any claim arising fromenvironmental investigations, based onstudies, audits, tests, reviews or other analyses conducted by, on behalf of, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller is found Company or any of its Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to not be in compliance with this Section 7(sany Site, other than the Environmental Site Assessment dated March 8, 2010 by Jxxx X. Xxxx Company Mining and Geological Consultants made available to Purchaser; (vii) in except for the Contract Mining Agreements, neither the Company nor any wayof its Subsidiaries has, Buyer shall have either expressly or by operation of Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or waive such defectconsent of any Governmental Authority (except with regard to the transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Seller’s Disclosure Schedule, which defects may only be waived in writing. In neither the event Buyer elects to thus rescind this AgreementCompany nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (B) underground storage tanks, or (C) asbestos-containing material at the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Real Property.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 4.15 of the SellerSeller Disclosure Schedule, Seller (a) the Business has within the past five years been and is in full material compliance with all applicable Environmental Laws Laws, (b) the Business possesses and is in material compliance with all Authorizations required under Environmental Law for the conduct of its operations as defined below) relating of the Closing Date, no appeal or any other action is pending to revoke any such Authorization, and to the ownership extent required by applicable Environmental Law, the Business has applied in a timely fashion for the renewal of the Property and Seller’s operations onany such Authorizations, at(c) there are no Actions pending or, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Knowledge of the Seller, threatened against the Property Business alleging a violation of or liability under any Environmental Law, (d) the Seller has received no written notice of any pending unresolved or threatened violation, investigation, request for information or demand letter relating to the Business in connection with any Environmental Laws, (e) the Business is not contaminated by subject to any judicial or administrative orders, decrees or judgments relating to Environmental Law or Hazardous Substances, (f) neither the Seller, the Business, nor to the Seller’s Knowledge, any other Person, has, released, discharged, or otherwise disposed, of any Hazardous Material Substances on, beneath or adjacent to any property currently or formerly owned, leased or operated by the Business, excluding releases, discharges or disposals that are not reasonably likely to result in a material claim or liability against the Business pursuant to applicable Environmental Laws, (as defined belowg) to the Seller’s Knowledge, the Business has not disposed or arranged for the disposal of Hazardous Substances at any off-site location that is reasonably likely to result in violation a material liability to the Business, (h) the Business is not and within the last five years has not been subject to any personal or bodily injury claims arising from exposure to asbestos or other Hazardous Substances, (i) to the Knowledge of such the Seller, none of the properties that are currently owned or operated by the Business contain any friable asbestos, (j) other than in the ordinary course of business or pursuant to a financing arrangement or agreement or lease agreement, the Business has not entered into any written agreement that would require it to pay to, reimburse, guarantee, defend, indemnify or hold harmless any person from or against any Liabilities or costs arising out of or related to generation, manufacture, use, transportation or disposal of Hazardous Substance, or otherwise arising in connection with or under Environmental Laws, and (k) the Seller has not received any notice, whether written delivered or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining made available to the presence of Purchaser or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any its representatives all material environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsstudies, reports, inspections conducted for Seller by independent, unrelated third persons assessments and related to audits in the Property or Seller’s operations onpossession, at, custody or control relating to the Property have been made available to Buyer for copying and/or inspection to Owned Real Properties or the extent that the same Business. The representations and warranties contained in this Section 4.15 are in the possession of the Seller. If Seller is found ’s sole and exclusive representations and warranties with respect to not be in compliance with this Section 7(s) in any way, Buyer shall have the right matters related to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. (a) To the best of the Company's knowledge, information all property leased or occupied by the Company and belief of the Seller, Seller is businesses conducted thereon by the Company are in full compliance with all applicable Environmental Laws (as defined belowhereinafter defined); the Company has accurately disclosed all information and filed all notices or reports required under any Environmental Laws (if any) relating to the ownership environmental Governmental Entities; the Company is not required to have any Permits (as hereinafter defined) for the operation of its business under Environmental Laws other than those listed in the Disclosure Schedule; (b) No Contaminant (as hereinafter defined) has been released into the environment by the Company, or deposited, discharged, placed or disposed of in contravention of any Environmental Laws by the Company at, on or near any property owned, leased or occupied by the Company or, to the best of the Property and Seller’s operations onCompany's knowledge, atby any other person, or relating in contravention of any Environmental Law; to the Property. Without limitation best of the Company's knowledge, no Company property has been used at any time by any person as a landfill or waste disposal site; (c) The Company has not used, handled, treated, stored, recycled, transported or disposed of any Contaminant on any property owned, leased or occupied by the Company in contravention of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable any Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material Law; (as defined belowd) in violation of such Environmental Laws, and Seller The Company has not received any written notice, whether written namely a notice of correction, notice of infraction or oral, Order issued under any Environmental Law from any Governmental Entity or court; (e) The Company has not received any written claim, demand or suit from any third person alleging that Seller the Company property or the Property operations or activities carried out thereon is not in compliance with Environmental Laws; (f) The Company has not received any written notice of claim or other written notification that it is or may be subject to or responsible for any cleanup or other remediation of a Contaminant present on any the subject Company property; (g) To the best of any investigation the Company's knowledge, there have been no environmental inspections, investigations, studies, audits, tests, reviews or proceeding pertaining other analyses, the purpose of which was to discover, identify or otherwise characterize the condition of the soil, groundwater, air, or presence of asbestos, PCB materials or urea formaldehyde at any property owned, leased or occupied by the release Company; (h) To the best of the Company's knowledge, there is no asbestos present in any property presently owned, leased or threatened release operated by the Company, and no asbestos has been removed from any the Company property while such property was owned, leased or operated by the Company; (i) To the best of the Company's knowledge, there is no PCB or urea formaldehyde insulation present on any Hazardous Material in violation property presently owned, leased or operated by the Company, whether above ground, underground or within a structure thereon; and (j) To the best of applicable Environmental Lawsthe Company's knowledge, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There there are no underground storage tanks, active or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsabandoned, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, in or relating to the Property under any property and no underground storage tanks have been made available to Buyer for copying and/or inspection to closed or removed from any property which are or have been owned, leased or occupied by the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Company.

Environmental. No notice has been served Except as described on Seller or Schedule 3.06: (i) the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is Assets are in full compliance with all applicable Environmental Laws in all material respects; (as defined belowii) neither Sellers nor the Companies has received written notification within the six (6) year period preceding the date of this Agreement, from any Governmental Entity with respect to any current material violations of or liability under any Environmental Laws concerning the Assets; (iii) there are no claims, actions, suits or Legal Proceedings pending or, to the Knowledge of Sellers, threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the ownership Assets; (iv) there has been no material Release or, to the Knowledge of Sellers, threatened material Release, of any Hazardous Materials at, on, under or from the Assets or, to the Knowledge of Sellers, any real property formerly owned, leased or otherwise operated by the Companies; (v) to the Knowledge of Sellers, there are no facts or circumstances that could reasonably be expected to result in the imposition of material liability pursuant to Environmental Law upon Buyer with respect to the Assets; (vi) Sellers have provided to Buyer copies of all material reports and investigations within either Seller’s (or the Companies’) possession or control regarding the environmental condition of the Property Assets including those that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and Sellercomplete list of all material Environmental Permits pertaining to the Project; (viii) the Companies currently have all material Environmental Permits that are required for the activities described in clauses (i) and (ii) of the definition of “Buyer’s operations onIntended Use”, atall of which are in full force and effect; and (ix) (A) neither Company is in material violation of any terms or conditions of any such Environmental Permit, (B) no written notice of a pending violation of any material Environmental Permit has been received by Sellers or the Companies, and (C) no proceeding is pending or, to Sellers’ Knowledge, threatened to revoke, prevent the renewal of, or relating limit any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representations and warranties by Sellers related to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, Environmental Conditions and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Permits.

Environmental. No notice has been served Except as set forth on Schedule 2.9, and except as would not reasonably be expected to result in any Seller or the Principals from Real Property incurring material liability under any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Law (as defined below), (a) relating 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 ownership Business, the Purchased Assets, and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all permits, licenses or other authorizations required by Environmental Law for the operation of the Property and Business or use of the Real Property, (b) no claims are pending or, to Seller’s Knowledge, threatened against any Seller, the Business, the Purchased Assets or the Real Property alleging a violation of, or liability under, Environmental Laws, (c) to 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 would reasonably be expected to result in the 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 (h) each Seller has made available, or will make available prior to Closing, to Buyer copies of all material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the SellerBusiness, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller Purchased Assets or the Real Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of such Seller and that have been obtained in the Seller. If Seller is found to not be in compliance with this Section 7(slast five (5) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreementyears. For purposes of this Agreement:, the following terms have the following meanings: (i) “Environmental Law” shall mean any and all federal, state or local laws (including common law), statutes, rules, regulations, codes, policies, ordinances, orders, injunctions and directives, in effect on or prior to the Closing Date: (a) related to releases or threatened releases of, or exposure to, any Hazardous Materials; (b) governing the use, treatment, storage, disposal, transport or handling of 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 substances). Such Environmental Laws include, without limitation, the following federal laws: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Emergency Planning & Community Right-to-Know Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Occupational Health and Safety Act, as it relates to management of or exposure to hazardous substances, and the Toxic Substances Control Act.; (ii) “Hazardous Materials” shall mean (A) all chemicals, materials, substances or wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant,” or words of similar meaning, defined, listed, classified, regulated or prohibited under any Environmental Law, (B) all petrochemical or petroleum products or oil, and (C) any other chemical, material, substance, emission or media exposure to which may be harmful to human health or is prohibited, limited or regulated by any Environmental Law; and (iii) “Environment” shall mean surface waters, ground waters, surface water sediment, soil, subsurface strata, buildings, indoor air, ambient air and other environmental medium.

Environmental. No notice has been served on Seller Except as disclosed in the Disclosure Letter or to the Principals from extent that any entityviolations or other matters referred to in this subparagraph do not, governmental body and would not reasonably be expected to, expose Pengrowth to liability in excess of an amount of $1,000,000 for any individual violation or individual claiming any matter or $5,000,000 in the aggregate (and in the case of properties for which Pengrowth is not the operator, to Pengrowth’s knowledge): (i) to the best of its knowledge, Pengrowth is not in violation of any lawapplicable Environmental Laws; (ii) Pengrowth has operated its business at all times and has received, regulationhandled, ordinance used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws of the time; (iii) to the knowledge of Pengrowth and except as disclosed in the Disclosure Letter, there have been no spills, releases, deposits or codedischarges of Hazardous Substances, or requiring compliance with wastes into the earth, subsoil, underground waters, air or into any lawbody of water or any municipal or other sewer or drain water systems by Pengrowth, regulationor on or underneath any location which is currently owned or leased by Pengrowth, ordinance that have not been fully remediated; (iv) no orders, directions or code, demanding payment or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations onPengrowth which Pengrowth has notice; (v) Pengrowth has not received written notice of any orders or directives from any Governmental Authority related to Environmental Liabilities which require any work, atrepairs, construction or relating capital expenditures which have not been complied with in all material respects; (vi) Pengrowth has not failed to report to the Property. Without limitation proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vii) Pengrowth holds all Environmental Approvals required in connection with the operation of its business and the foregoingownership and use of such assets, Seller has obtained all permits, authorizationsEnvironmental Approvals are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Pengrowth has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (viii) there are no underground pending or, to the knowledge of Pengrowth, threatened claims or above ground tanks or storage vessels presently Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the properties of Pengrowth currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsowned, including but not limited toleased, Phase I environmental site assessments, Phase II operated or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:otherwise used; and

Environmental. No notice has been served on Seller or (a) (i) C&C and the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information Xxxxx Subsidiaries comply and belief of the Seller, Seller is have complied in full compliance all material respects with all applicable Environmental Laws Laws, (ii) to the knowledge of C&C, no 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 properties currently leased, operated or otherwise used by C&C or the Xxxxx Subsidiaries (including soils, groundwater, surface water, buildings or other structures) during the time period the properties have been leased, operated or otherwise used by C&C or the Xxxxx Subsidiaries, (iii) to the knowledge of C&C, no material amount of Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by C&C or the Xxxxx Subsidiaries during the period of ownership, lease, operation or use by C&C or the Xxxxx Subsidiaries, (iv) neither C&C nor any of the Xxxxx Subsidiaries is subject to any material liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) neither C&C nor any of the Xxxxx Subsidiaries has received any notice, demand, letter, claim or request for information alleging that C&C or any of the Xxxxx Subsidiaries is or may be in violation of or liable under any Environmental Law, (vi) neither C&C nor any of the Xxxxx Subsidiaries is subject to any order, decree, injunction or other directive of any Governmental Authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) to the ownership knowledge of C&C, there are no circumstances or conditions involving C&C and the Xxxxx Subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by C&C or the Xxxxx Subsidiaries, or any of the Property and Seller’s operations onassets (including real property) or businesses of any predecessors of C&C or the Xxxxx Subsidiaries that could reasonably be expected to result in any material damages or liabilities to C&C or any of the Xxxxx Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the ownership, at, use or relating to the Property. Without limitation transfer of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications assets of C&C or any of the Xxxxx Subsidiaries arising under or pursuant to be made as required by all any applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice Borrower covenants and represents to Lender that, except as may be actually disclosed in the Environmental Report, (i) no Hazardous Substances are now or have ever been located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Property in a manner that may give rise to any actual or potential liability to pay response costs or other damages, losses or expenses or otherwise violate any Environmental Laws; (ii) no Hazardous Substances are currently located, stored or used at the Property, except with respect to such Hazardous Substances which are (A) customarily located, stored or used at golf courses similar to the Property, or (B) unique and necessary to a tenant's business located in the Property, provided that such Hazardous Substances described in clause (ii)(A) or (ii)(B) are at all times stored, located and used in compliance with all Environmental Laws; (iii) no Hazardous Substances have been discharged, released or emitted, upon or from the Property into the environment, and no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Property into the environment, which discharge, release or emission, in either case, would subject the owner of the Property to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) the Property has 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 tank is now located on or in the Property or, if previously located therein, each such tank has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is removed therefrom in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership and any clean-up of the Property and Seller’s operations onsurrounding soil in connection therewith has been completed; (vi) no asbestos, atACM, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:materials

Environmental. No notice has (a) Except as set forth on Schedule 4.16: (i) the Company and its Subsidiaries are and have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws; (ii) neither the Company nor any of its Subsidiaries has received any notice alleging that they are not in such compliance with Environmental Laws; (iii) there has been no unpermitted treatment, storage, disposal or release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or its Subsidiaries which release could reasonably be expected to give rise to any liability of the Company or its Subsidiaries; (iv) no Hazardous Substances are present in, on, about or migrating to or from any real property that could be expected to give rise to an action under Environmental Laws against the Company or its Subsidiaries; (v) there have been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste release sites published by any governmental authority in or outside of the United States; and (vi) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined below) relating to by the ownership of the Property Resource Conservation and Seller’s operations Recovery Act, as amended, stored on, atany site owned or operated by the Company or its Subsidiaries, or relating to the Property. Without limitation of except for any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be foregoing in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this AgreementEnvironmental Laws. For purposes of this Agreement:Section 4.16, “