Common use of Environmental Clause in Contracts

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

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

Environmental. With respect to environmental matters, to Seller’s knowledge, knowledge Seller has received no written notice that (i) there has been no a Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no any portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no any underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no any environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never nor has their been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, asas amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, or is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing.

Environmental. With respect to environmental matters, to (a) To Seller’s 's knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area none of the Real Property is listed on the National Priorities Lists or the Comprehensive Environmental Response, Compensation, Liability Information System ("CERCLIS"), or is the subject of any "Superfund" evaluation or investigation, or any other investigation or proceeding of any Governmental Authority evaluating whether any remedial action is necessary to respond to any release of Hazardous Substances on or in connection with the Real Property. (b) To Seller's knowledge, except as disclosed in the reports and documents set forth described on Exhibit E attached hereto and incorporated herein by referenceSchedule 5.12, (ii) no portion of the Property is being used for the treatment, storage, disposal ------------- surface impoundments or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property. Any such tanks have been duly registered with all appropriate Governmental Authorities in accordance with all applicable Legal Requirements. (c) To the knowledge of Seller, Seller is in compliance in all material respects with, and holds all permits, licenses and authorizations required under, all Legal Requirements with respect to pollution or protection of the environment, including Legal Requirements relating to actual or threatened emissions, discharges, or existing conditions within buildingsreleases of Hazardous Substances into the ambient air, structures surface water, ground water, land, or mechanical equipment serving such buildings otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or structureshandling of Hazardous Substances. Seller has received no notice of, and currently Seller does not have knowledge of any past or present condition, circumstance, activity, practice or incident (including without limitation, the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Substances from or on the Real Property) that could reasonably be expected to interfere materially with, prevent continued substantial compliance with, or result in any Losses pursuant to any Legal Requirement with respect to pollution or protection of the environment or that is reasonably likely to give rise to any material liability liability, based upon or material costs or expenses related to remediate the moldprocessing, fungal or microbial growthdistribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release, or threatened release into the environment of any Hazardous Substance on, from or attributable to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in Property. (d) For these purposes, the possession term "Hazardous Substances" includes any substance heretofore or hereafter designated as "hazardous" or "toxic," including, without limitation, petroleum and petroleum related substances, or having characteristics identified as "hazardous" or "toxic" under any Legal Requirement including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of Seller or Seller’s Affiliates1980, consultants42 U.S.C. Section 9601 et seq., contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976Act, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 -- --- Section 6901, et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Federal Water Pollution Control Act, as33 U.S.C. -- --- Section 1247, et seq., the Clean Air Act, 42 U.S.C. Section 2001, et seq., -- --- -- --- and the Community Right to Know Act, 42 U.S.C. Section 11001, et seq., all -- --- as amended.

Environmental. With respect Tenant shall not cause or permit any Hazardous Materials to environmental mattersbe used, generated, stored or disposed of in, on or under, or released from, or transported to Seller’s knowledgeor from the Leased Premises unless such Hazardous Materials are received, (i) there has been no Release stored and shipped by Tenant in the ordinary course of Tenant's business in accordance with all Hazardous Substance Laws; provided, however, Tenant shall at all times and in all material respects comply with all Legal Requirements and further provided that Tenant shall periodically cause to be removed from the Leased Premises Hazardous Materials placed thereon by Tenant or threat of Release Tenant's agents, servants, employees, guests, invitees and/or independent or any other persons or entities, such removal to be performed by persons or entities duly qualified to handle and dispose of Hazardous Materials. Upon the expiration or earlier termination of this Lease, Tenant shall cause all Hazardous Materials on the Leased Premises to be removed, at Tenant's cost and expense, from the Leased Premises and disposed of in strict accordance with the Hazardous Substance Laws. Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord harmless, from and against any and all claims, liabilities, penalties, fines, judgment, forfeitures, losses, costs (including clean-up costs) or expenses (including attorney's fees, consultant's fees and expert's fees) for the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by (a) the presence before or after the Commencement Date in, on, under, to, or about the Leased Premises of any Hazardous Materials; (b) any discharge or release before or after the Commencement Date in or from or in the area Premises of any Hazardous Materials; (c) the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatmentuse, storage, disposal transportation, generation, disposal, release or other handling discharge before or after the Commencement Date of Hazardous Materials, to, in, on, under, about or from the Leased Premises; or (d) Tenant's failure after the Commencement Date to comply, or to cause the Leased Premises to comply, with any Legal Requirements. Landlord shall indemnify, defend (by counsel reasonably accepted to Tenant), protect, and hold Tenant harmless, from and against any and all claims, liabilities, penalties, fines, judgment, forfeitures, losses, costs (including clean-up costs) or expenses (including attorney's fees, consultant's fees and expert's fees) for the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by the use, storage, transportation, generation, disposal, release or discharge of Hazardous Materials by Landlord or machinery containing Landlord's employees, agents, contractors, subcontractors or invitees during the Term of the Lease, to, in, on, under, about or from the Leased Premises. Landlord agrees to remediate at Landlord's expense immediately upon receipt of notice from Tenant any condition described in the previous sentence. Tenant has received no written notice from any governmental or private entity relating to Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsLeased Premises. Tenant shall promptly deliver to Landlord copies of all notices made by Tenant to, including without limitation Environmental Requirementsor received by Tenant from, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereofstate, (iv) no environmental investigationcounty, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal municipal or other microbial growth in agency having authority to enforce any environmental law ("Enforcement Agency") or on from the Real Property, United States Occupational Safety and Health Administration concerning environmental matters or existing conditions within buildings, structures Hazardous Materials at the Leased Premises. Landlord shall promptly deliver to Tenant copies of all notices received by Landlord from any Enforcement Agency or mechanical equipment serving such buildings from the United States Occupational Safety and Health Administration concerning environmental matters or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate Hazardous Materials at the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLeased Premises.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or The Tenant will conduct its business and operation in the area Premises in compliance with all Environmental Laws and Permits. The Tenant will forthwith notify the Landlord of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion occurrence of any of the Property is following and will provide the Landlord with copies of all relevant documentation in connection therewith: (a) a release of a Hazardous Substance in or about the Premises and/or Lands except in strict compliance with Environmental Laws and any applicable Permits; (b) the receipt by the Tenant of an Environmental Notice; or (c) the receipt by the Tenant of information which indicates that Hazardous Substances are being used for used, dissipated, stored, disposed of or introduced into the environmental by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws. Tenant will not permit the storage, use, treatment, storage, disposal or other handling introduction into the environment of Hazardous Materials Substances in or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for about the swimming poolPremises and/or Lands, all of which are stored on the Property except in strict accordance compliance with applicable Environmental Requirements Laws. If the Landlord receives information that Hazardous Substances are being dissipated, used, stored, disposed of or introduced into the environment by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws, the Tenant will conduct such investigations, searches, testing, drilling and do sampling (“Investigations”) as are reasonably requested from time to time by the Landlord to determine the existence of Hazardous Substances in or about the Premises and/or Lands. If the Tenant does not exceed limits permitted under applicable lawscomplete the Investigations to the satisfaction of the Landlord, including without limitation Environmental Requirementsthe Landlord may enter on the property of the Tenant and take any actions necessary to complete the Investigations, (iii) no underground storage tanks are currently located the cost of which actions will be borne by the Tenant as additional rent. If remedial work is required due to the presence of Hazardous Substances on or in the Real Property Premises and/or the Lands, the Tenant will take all necessary action, at the cost of the Tenant, to restore the Premises and/or Lands to a level acceptable to the Landlord and to all governmental authorities having jurisdiction. Upon the request of the Landlord, from time to time, the Tenant will provide to the Landlord satisfactory documentary evidence that all environmental permits are valid and in good standing. Environmental Indemnity. The Tenant will indemnify and save harmless ▇▇▇▇▇▇ City, Landlord, its officers, directors, employees, agents and shareholders, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or any portion thereofdenying the same, (iv) no environmental and all costs of investigation, administrative ordermonitoring, notificationremedial response, consent orderremoval, litigationrestoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Landlord, claimits officers, judgment directors, employees, agents and shareholders, arising, directly or settlement indirectly, out of: (a) a breach by the Tenant of any of the covenants contained in this Section; (b) the presence of or release of any Hazardous Substance on or off-site of the Premises and/or the Lands; (c) any action taken by the Landlord with respect to the Property existence of any Hazardous Substance on or off-site of the Premises and/or the Lands; or (d) any action taken by the Landlord in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance on or off-site of the Premises and/or the Lands; and such indemnity will survive the expiration or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition termination of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, aslease notwithstanding

Environmental. With respect (a) Mortgagor shall at all times during the term of this Mortgage comply with all applicable federal, state, and local laws, regulations, administrative rulings, orders, ordinances, and the like, pertaining to environmental mattersthe protection of the environment, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, including but not limited to, from those regulating the handling and disposal of waste materials and further that during the term of this Mortgage neither Mortgagor nor any agent or in party acting at the area direction or with the consent of the Real PropertyMortgagor shall treat, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Propertystore, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition dispose of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) any “hazardous wastessubstance,” as defined by the Resource Conservation and Recovery Act in Section 101(14) of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); , or petroleum (3including crude oil or any fraction thereof) on the Mortgaged Property or any other property owned by Mortgagor. (b) Mortgagor shall fully and promptly pay, perform, discharge, defend, indemnify and hold harmless Mortgagee from any and all claims, orders, demands, causes of action, proceedings, judgments, or suits and all liabilities, losses, costs or expenses (including without limitation technical consultant fees, court costs, expenses paid to third parties and reasonable legal fees) and damages arising out of, or as a result of (i) any “toxic substancesrelease,” as defined by in Section 101(22) of CERCLA, of any “hazardous substance,” as defined in Section 101(14) of CERCLA, or petroleum (including crude oil or any fraction thereof) discharged, deposited, dumped, spilled, leaked or placed into or on the Toxic Substances Control ActMortgaged Property at any time either prior to or after the date Mortgagor acquired title to the Mortgaged Property; (ii) any contamination of the Mortgaged Property’s soil or groundwater or damage to the environment and natural resources of the Mortgaged Property existing prior to the time Mortgagor acquired title to the Mortgaged Property or the result of actions occurring after Mortgagor acquired title to the Mortgaged Property, aswhether arising under CERCLA or other existing statutes and regulations, or common law; and (iii) any toxic, explosive or otherwise dangerous materials which have been buried beneath or concealed within the Mortgaged Property either prior to or after Mortgagor acquired title to the Mortgaged Property. (c) Mortgagor hereby irrevocably grants to Mortgagee the right, while this Mortgage is in effect and not released, to enter upon the Mortgaged Property for the purpose of inspecting the same and taking samples therefrom for testing, including but not limited to soil samples (both surface and subsurface) and samples of materials contained in any of the Improvements. Mortgagor shall pay for the reasonable cost of any reasonably necessary inspections and tests performed pursuant to this Paragraph 6(c).

Environmental. With respect 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 environmental mattersany 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 Company has received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to Seller’s knowledgeit or its facilities arising under any Environmental Law. Except as set forth on Schedule 4.19, none of the following exists at any property or facility currently owned or operated by any Company and none of the following 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) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceunderground storage tanks, (ii) no portion of the Property is being used for the treatment, storage, disposal asbestos-containing material in any form or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirementscondition, (iii) no underground storage tanks are currently located on materials or in the Real Property equipment containing polychlorinated biphenyls, or any portion thereof, (iv) landfills, surface impoundments or disposal areas. No Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no environmental investigationsuch property or facility is contaminated by any Hazardous Substance) in a manner that has given or would give rise to any Liability, administrative orderincluding any Liability for response costs, notificationcorrective action costs, consent orderpersonal injury, litigationproperty damage, claimnatural resources damages or attorney fees, judgment pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or settlement with respect cleanup, or notification to or Consent of any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws. No Company has, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. No facts, events or conditions relating to the Property past or present facilities, properties or operations of any portion thereof is pending Company will prevent, hinder or threatenedlimit continued compliance with any Environmental Law, (v) there is not currently andgive rise to any investigatory, remedial or corrective obligations pursuant to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real PropertyEnvironmental Law, or existing conditions within buildingsgive rise to any other Liabilities pursuant to any Environmental Law, structures including any relating to onsite or mechanical equipment serving such buildings offsite releases or structuresthreatened releases of hazardous materials, that could reasonably be expected to result in material liability substances or material costs wastes, personal injury, property damage or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqnatural resources damage.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledgeknowledge and except as otherwise disclosed in the environmental reports and documents identified in Exhibit E, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s actual knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, asas amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous

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

Environmental. With respect to environmental mattersAs of the date hereof neither the Borrower nor any of Borrower's agents, to Seller’s knowledge, employees or independent contractors (i1) there has been no Release have caused or are aware of a release or threat of Release release of Hazardous Materials in, on, under, to, from or in the area (as defined herein) on any of the Real Propertypremises or personal property owned or controlled by Borrower, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereofabutting property, which could give rise to liability under any Superfund and Hazardous Waste Laws (ivas defined herein) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending other federal, state or threatenedlocal law, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal rule or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), regulation; (2) “hazardous substances” have arranged for the transport of or transported any Materials in a manner as defined by the Comprehensive Environmental Responseto violate, Compensation or result in potential liabilities under, any Superfund and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”)Hazardous Waste Laws; (3) “toxic substances” have received any notice, order or demand from the Environmental Protection Agency or the Ohio Department of Environmental Protection under any Superfund and Hazardous Waste Laws; (4) have incurred any liability under any Superfund and Hazardous Waste Laws in connection with the mismanagement, improper disposal or release of Materials; (5) are aware of any inspection or investigation of any of the premises or personal property owned or controlled by Borrower or abutting property by any federal, state or local agency for possible violations of the Superfund and Hazardous Waste Laws. To the best of Borrower's knowledge, no prior owner or tenant of any premises or property presently controlled or owned by Borrower committed or omitted any act which caused the release of Materials on such premises or property which could give rise to a lien thereon by any federal, state or local government. No notice or statement of claim or lien affecting any property or premises owned or controlled by Borrower has been recorded or filed in any public records by any federal, stale or local government for costs, penalties, fines or other charges as defined to such property. Borrower agrees to indemnify and hold Lender harmless from all liability, loss, cost, damage and expense, including attorney fees and costs of litigation, arising from any and all of its violations of the Superfund and Hazardous Waste Laws including those arising from any lien on any premises or property owned or controlled by Borrower by any federal, state and local government arising from the Toxic Substances Control Act, aspresence of Materials. Borrower further agrees to reimburse Lender upon demand for any costs incurred by Lender in connection with the foregoing. Borrower agrees its obligations hereunder shall be continuous and shall survive the repayment of all debts to Lender including repayment of all Obligations.

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except Except as disclosed in the reports and documents set forth on Exhibit E attached hereto Schedule 3.10: (a) The Company is, and incorporated herein by referencesince January 1, 2016 has been, in compliance in all material respects with all Environmental Laws. (iib) no portion The Company has obtained all material Permits required under Environmental Law which are necessary for its operations. The Company is, and since January 1, 2016 has been, in compliance in all material respects with all terms and conditions of such Permits. (c) As of the Property date of this Agreement, the Company is being used for not the treatmentsubject of any past, storagepending or, to the Knowledge of the Company, threatened Action alleging Liability of the Company or the Business under, or any failure of the Company or the Business to comply materially with, any Environmental Law or Permit issued under Environmental Law. Notwithstanding the foregoing, the Company has not received any written notice of potential Liability under Environmental Law related to the Company’s or the Business’s prior use of real property and/or disposal or other handling arrangement for disposal of a Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for Substance. (d) Neither the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or Company nor any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Seller with respect to the Property Business released, disposed or arranged for disposal of, or exposed any portion thereof is pending Person to, any Hazardous Substances, or threatenedowned or operated any real property contaminated by any Hazardous Substances, in each case that has resulted in an investigation or cleanup by, or Liability of, the Company with respect to the Business. (ve) there is The Company has not, by operation of contract or Applicable Law, succeeded to, assumed or accepted assignment of the Liability of another Person with regard to compliance with or Liability under any Environmental Law including but not currently andlimited to the Liability for costs of investigation, remediation, removal and/or monitoring of Hazardous Substances that were actually or allegedly disposed at any location including but not limited to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Owned Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Leased Real Property in and any property previously owned or leased by the possession of Seller or Seller’s Affiliates, consultants, contractors or agentsCompany. As used The representations and warranties contained in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by Section 3.10 are the Resource Conservation sole and Recovery Act of 1976, as amended from time exclusive representations and warranties relating to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaw.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) None of the real property relating to the Purchased Assets or the Easement is or has been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation, Liability Information System (“CERCLIS”) or any similar state list, or is or has been the subject of any “Superfund” evaluation or investigation, or any other investigation or proceeding of any governmental authority or unaffiliated third party or of Seller evaluating whether any remedial action is necessary to respond to any release of any hazardous substance, pollutant or contaminant in connection with such real property. (b) Seller has received no notice, written or otherwise, which remains outstanding or unresolved, to the effect that the Water Plant is not being operated in compliance in all material respects with all applicable laws concerning the protection of public health, public safety or the environment (“Environmental Laws”). Seller has received no notice, written or otherwise, which remains outstanding or unresolved, (i) (A) alleging that Seller or any of its agents is liable under any Environmental Law, or (B) ordering Seller or any of its agents to remedy or recommending that Seller or any of agents remediate, any environmental mattersdamage to any real property or modify or upgrade its Water Plant to comply with Environmental Laws, and (ii) to Seller’s knowledge, no such claims or notices are threatened or pending. (ic) there There has been no Release violation of Environmental Laws that remain unremedied or threat unresolved respecting the release or threatened release of Release of Hazardous Materials inany hazardous substance, onpollutant or contaminant to any soil, undergroundwater, tosurface water, from or in the area of the Real Propertybuilding component, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencewastewater, (ii) no portion of the Property is being used for the treatment, storage, disposal air or other handling media on or from any real property relating to the Purchased Assets or the Easement during the ownership, occupation or use of Hazardous Materials such real property by Seller or machinery containing Hazardous Materials other than standard amounts any of cleaning supplies its agents. (d) There are no and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do have not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no been any underground storage tanks are currently located on tanks, underground piping (except for water or in the Real Property sewer), or polychlorinated biphenyls used, stored, treated or disposed of at any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect real property relating to the Property Purchased Assets or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqEasement.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat To the knowledge of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit EBANK ONE, there are no reports actions, proceedings or other documentation regarding the investigations pending before any environmental condition regulatory body, federal or state court with respect to or threatened against or affecting BANK ONE in respect of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by any Office under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.)1980, as amended ("CERCLA"), or under the any federal, state, local or municipal environmental statute, ordinance or regulation in respect thereof and in connection with any release of any toxic or "hazardous substance," pollutant or contaminant into the "environment," nor, to the best knowledge of the executive officers of BANK ONE, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which BANK ONE is a plaintiff or complainant. To the knowledge of BANK ONE, BANK ONE is not responsible in any material respect under any applicable environmental law for any release by BANK ONE or for any release by an other "Person" at or in the vicinity of any Office of a hazardous or toxic substance, contaminant or pollutant caused by the Superfund Amendment spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is BANK ONE responsible for any material costs (as a result of the acts or omissions of BANK ONE, or, to the actual knowledge of the executive officers of BANK ONE, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and Reauthorization Act of 1986 housing and as otherwise amended from time other emergency assistance undertaken by any environmental regulatory body having jurisdiction over BANK ONE to time (“CERCLA”); (3) “toxic prevent or minimize any actual or threatened release by BANK ONE on premises any hazardous wastes or other chemical substances” , pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms as defined by the Toxic Substances Control Actin all federal, asstate and local statutes, regulations or ordinances.

Environmental. With respect (a) Landlord represents to environmental mattersthe best of the Landlord’s knowledge that the Property is free of hazardous substances as of the date of this Agreement, and, to Sellerthe best of Landlord’s knowledge, the Property has never been subject to any contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation. Landlord and Tenant agree that each will be responsible for compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene condition or other matters as may now or at any time hereafter be in effect, that are now or were related to that party’s activity conducted in, or on the Property. (b) Landlord, to the extent allowed by law, and Tenant agree to hold harmless and indemnify the other from, and to assume all duties, responsibilities, and liabilities at the sole cost and expense of the indemnifying party for, payment of penalties, sanctions, forfeitures, losses, costs, or damages, and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is related to (i) there has been no Release the indemnifying party’s failure to comply with any environmental or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or matters as may now or hereafter be in effect, or (ii) any environmental or industrial hygiene conditions that arise out of or are in any way related to the condition of the Property and activities conducted by the party thereon, unless the environmental conditions are caused by the other party. (c) The indemnifications of this Paragraph 11 Environmental Requirementsspecifically include reasonable costs, (iii) no underground storage tanks are currently located on or expenses and fees incurred in the Real connection with any investigation of Property conditions or any portion thereofclean-up, remediation, removal or restoration work required by any governmental authority. The provisions of this Paragraph 11 Environmental will survive the expiration or termination of this Agreement. (ivd) no In the event Tenant becomes aware of any hazardous materials on the Property, or any environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect industrial hygiene condition or matter relating to the Property or any portion thereof is pending or threatenedthat, (v) there is not currently andin Tenant’s sole determination, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on renders the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Premises or Property unsuitable for Tenant’s use, or if Tenant believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of government action, intervention or third-party liability, Tenant will have the right, in addition to any other rights it may have at law or in equity, to terminate the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time Agreement upon notice to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLandlord.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) The Lessee hereby covenants that it will not cause or permit any Hazardous Substances to environmental mattersbe placed, to Seller’s knowledgeheld, (i) there has been no Release located or threat of Release of Hazardous Materials indisposed of, on, under or at the Premises or Preferential Use Premises, other than in the ordinary course of business and in compliance with all applicable laws. (b) In furtherance and not in limitation of any indemnity elsewhere provided to the Lessor hereunder, the Lessee hereby agrees to indemnify and hold harmless the Lessor and the City of Wichita from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessor or the City of Wichita by any person or entity for or arising out of the presence on or under, toor the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during any term of this lease of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys’ fees, costs of any settlement or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property claims asserted or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by arising under the Comprehensive Environmental Response, Compensation and Liability Act Act, any federal, state or local so- called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability, including strict liability, or standards of 1980 conduct concerning, any hazardous substance) if such presence, escape, seepage, leakage, spillage, discharge, emission was caused by the Lessee, or persons within the control of the Lessee, its officers, employees, agents, and/or licensees, or if such Hazardous Substance was owned by, or located on the premises by, the Lessee (42 U.S.C. 9601 et seqwithout regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release). (c) If, during the term of this Agreement, the Lessee receives any notice of (i) the happening of any event involving the use (other than in the ordinary course of business and in compliance with all applicable laws), spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the premises or in connection with the Lessee’s operations thereon or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, or any other environmental, health, or safety matter affecting the Lessee (an “Environmental Complaint”) from any persons or entity (including, without limitation), the United States Environmental Protection Agency (the “EPA”) or the Kansas Department of Health and Environment (“KDHE”), the Lessee shall immediately notify the Lessor in writing of said notice. (d) The Lessor shall have the right, but not the obligation, and without limitation of the Lessor’s other rights under this Agreement, to enter the Premises and Preferential Use Premises or to take such other actions as amended deemed necessary or advisable to inspect, clean up, remove, resolve or minimize the impact of, or to otherwise deal with, any hazardous substance or environmental complaint following receipt of any notice from any person, including, without limitation, the EPA or KDHE, asserting the existence of any hazardous substance or an environmental complaint pertaining to the leased premises or any part thereof which, if true, could result in an order, suit or other action against the Lessee and/or which, in the reasonable judgment of the Lessor, could jeopardize its interests under this Agreement. If such conditions are caused by circumstances within the control of the Lessee or if such circumstances result from a Hazardous Substance owned by, or located on the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release) all reasonable costs and expenses incurred by the Superfund Amendment and Reauthorization Act Lessor in the exercise of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined any such rights shall be payable by the Toxic Substances Control Lessee, within 15 days of written demand by Lessor. (e) If an event of default shall have occurred and be continuing, the Lessee at the request of the Lessor shall periodically perform (at the Lessee’s expense) an environmental audit and, if reasonably deemed necessary by the Lessor, an environmental risk assessment (each of which must be reasonably satisfactory to the Lessor) of the premises, or the hazardous waste management practices and/or hazardous waste disposal sites used by the Lessee with respect to the leased premises. Such audit and/or risk assessment shall be conducted by an environmental consultant satisfactory to the Lessor. Should the Lessee fail to perform any such environmental audit or risk assessment within 90 days of the written request of the Lessor, the Lessor shall have the right, but not the obligation, to retain an environmental consultant to perform any such environmental audit or risk assessment. All costs and expenses incurred by the Lessor in the exercise of such rights shall be payable by the Lessee on demand. (f) Neither Lessee nor Lessor shall install or permit to be installed in the premises friable asbestos, electrical equipment containing polychlorinated biphenyls (PCBs), or any substance containing asbestos and deemed hazardous by federal or state regulations applicable to the premises and respecting such material. The Lessee shall defend, indemnify, and save the Lessor and the City of Wichita harmless from all costs and expenses (including consequential damages) asserted or proven against the Lessee by any person, as a result of the presence of said substances, and any removal or compliance with such regulations, if said substance was installed by the Lessee, or persons within its control. (g) Subject to any limitations or restrictions imposed by the Kansas Budget Law or Cash Basis Law, the Lessor hereby agrees to indemnify and hold harmless the Lessee from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lessee by any person or entity for, arising out of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the premises during the term of this Agreement and the period prior to the term of this Agreement of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, asany federal, state or local so-called “Superfund” or “Super lien” laws, or any other applicable statute, law, ordinance, code, rule, regulation, order of decree regulating, relating to or imposing liability, including strict liability, or standards of conduct concerning any hazardous substance) unless such presence, escape, seepage, leakage, spillage, discharge, emission or release was caused by the Lessee, or persons within the control of the Lessee, its officers, employees, agents, business invitees and/or licensees, or if such hazardous substance was owned by, or placed upon the premises by, the Lessee (without regard to the actual cause of any escape, seepage, leakage, spillage, discharge, emission or release except to the extent such was caused by the Lessor). (h) Lessor shall grant to Lessee and its agents or contractors such access to the leased premises as is reasonably necessary to accomplish such removal and prepare such audit. If such removal is not accomplished prior to the expiration of the lease term, Lessee shall be obligated to pay rent to Lessor in the amount of One Hundred Twenty-five Percent (125%) of the last month’s rent. (i) The provisions of this article shall survive the termination of this Agreement.

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

Environmental. With Except as set forth on Schedule 6.16, to the Best Knowledge of Gold ▇▇▇▇ with respect to environmental mattersthe Purchased Assets and the Inputs Business: (a) all underground petroleum or chemical storage tanks located under the Owned Real Property or the Leased Real Property are in compliance with all Environmental Laws, including all regulations regarding petroleum underground storage tanks that are scheduled to Seller’s knowledgebecome effective in December 1998; (b) Gold ▇▇▇▇ is not the subject of any governmental investigation or proceeding pertaining to the presence, generation, discharge, emission, release or threatened release, spill, use, storage, processing, receiving, containment, treatment, shipment, transportation, handling or disposition of any Hazardous Material, nor has Gold ▇▇▇▇ provided (ior been required to provide) there has been no Release nor received notice of any violation of any Environmental Law or release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling release of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable received any claim or notice under any Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Laws with respect to the Owned Real Property, the Leased Real Property or the other Purchased Assets; (c) included within the list of Permits on Schedule 6.8 are all Permits and other governmental authorizations currently held by Gold ▇▇▇▇ pursuant to or relating to any portion thereof Environmental Law, including EPA product registrations (the "Environmental Permits"), and Gold ▇▇▇▇ is pending conducting the Inputs Business in compliance with the Environmental Permits, which constitute all of the permits, approvals, certificates, or threatenedother authorizations required to be obtained from any public, governmental, regulatory or judicial authority to conduct the Inputs Business in substantially the same manner and extent it is presently conducted by Gold ▇▇▇▇; and (vd) there is not currently andno action, to Seller’s knowledgeactivity, never has been any moldcircumstance, fungal or other microbial growth in or on the Real Propertycondition, event, or existing conditions within buildingsincident, structures including without limitation, the release, emission, discharge, presence, or mechanical equipment serving such buildings or structuresdisposal of any Hazardous Material, that could reasonably be expected to form the basis of any environmental claim or result in material liability any liability, remedial action or material costs or expenses penalties against Gold ▇▇▇▇ with respect to remediate the moldInputs Business, fungal or microbial growththe Owned Real Property, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Leased Real Property in or the possession other Purchased Assets, including the properties of Seller or Seller’s Affiliates, consultants, contractors or agents▇▇▇▇▇ ▇. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq▇▇▇▇▇▇▇▇ LLC.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat To the knowledge of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit ESELLER, there are no reports actions, proceedings or other documentation regarding the investigations pending before any environmental condition regulatory body, federal or state court with respect to or threatened against or affecting SELLER in respect of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by any Office under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.)1980, as amended ("CERCLA"), or under the any federal, state, local or municipal environmental statute, ordinance or regulation in respect thereof and in connection with any release of any toxic or "hazardous substance," pollutant or contaminant into the "environment," nor, to the best knowledge of the executive officers of SELLER, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which SELLER is a plaintiff or complainant. To the knowledge of SELLER, SELLER is not responsible in any material respect under any applicable environmental law for any release by SELLER or for any release by an other person at or in the vicinity of any Office of a hazardous or toxic substance, contaminant or pollutant caused by the Superfund Amendment spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is SELLER responsible for any material costs (as a result of the acts or omissions of SELLER, or, to the actual knowledge of the executive officers of SELLER, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and Reauthorization Act of 1986 housing and as otherwise amended from time other emergency assistance undertaken by any environmental regulatory body having jurisdiction over SELLER to time (“CERCLA”); (3) “toxic prevent or minimize any actual or threatened release by SELLER on premises any hazardous wastes or other chemical substances” , pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph shall have the meaning ascribed to such terms as defined by the Toxic Substances Control Actin all federal, asstate and local statutes, regulations or ordinances.

Environmental. With respect a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental mattersor industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials activity now conducted in, on, under, to, from or in any way related to the area of the Real Property, except as disclosed unless such conditions or concerns are caused by LESSEE. ▇. ▇▇▇▇▇▇ shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR1s sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (iiany way related to: a) no portion of the Property is being used for the treatment, storage, disposal failure to comply with any environmental or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation Environmental Requirementsany regulations, (iii) no underground storage tanks are currently located on guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such non-compliance results from conditions caused by LESSEE; and c. any environmental or industrial hygiene conditions arising out of or in any way related to the Real condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE, in which case, Lessee shall hold Lessor harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSEE’S sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any portion thereofaction, (iv) no environmental investigationnotice, administrative claim, order, notificationsummons, consent ordercitation, directive, litigation, claiminvestigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, judgment or settlement with respect to the Property or including without limitation any portion thereof is pending or threatenedregulations, (v) there is not currently andguidelines, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Propertystandards, or existing conditions within buildings, structures policies of any governmental authorities regulating or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material imposing standards of liability or material costs standards of conduct with regard to any environmental or expenses to remediate the mold, fungal industrial hygiene concerns or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqconditions.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Prior to the execution of this Agreement, Seller has provided to Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on Seller’s knowledge's Disclosure Schedule, (i) there has been are no Release conditions, facilities, procedures or threat of Release of Hazardous Materials in, on, under, to, from any other facts or in the area circumstances that constitute Environmental Noncompliance on any of the Real Property, except as disclosed in the reports Leaseholds and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently andconstructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as disclosed on Seller’s knowledge's Disclosure Schedule, never has been any moldno structure, fungal improvements, equipment, fixtures, activities or other microbial growth in or facilities located on the Real PropertyLeaseholds uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on Seller's Disclosure Schedule, there have been no releases or threatened releases of Hazardous Materials into the environment, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected which otherwise contribute to result in material liability or material costs or expenses to remediate Environmental Conditions arising solely from the mold, fungal or microbial growthactivities of Seller, or to remedy the best of the knowledge of Seller arising from any other activities, except to the extent that such conditions that could reasonably be expected releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to result in such growth, and the Leaseholds. (vie) except Except as disclosed on Exhibit ESeller's Disclosure Schedule, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition management of Hazardous Materials at the Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which have not been either abandoned in place or removed pursuant to a permit issued by a Governmental Authority. (f) Seller is not subject to any Environmental Claims against Seller, no Environmental Claims have been threatened, nor, to the best of the Real Property in the possession knowledge of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive is there any basis for any such Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClaims.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Prior to the execution of this Agreement, Seller has provided to Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to Seller’s knowledgethe Purchased Assets. (b) Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on SELLER'S DISCLOSURE SCHEDULE, there have been no Release releases or threat of Release threatened releases of Hazardous Materials ininto the environment, on, under, to, or which otherwise contribute to Environmental Conditions arising solely from or in the area activities of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Seller with respect to the Property Station or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growthPurchased Assets, or to remedy the best of the knowledge of Seller arising from any other activities with respect to the Station or the Purchased Assets, except to the extent that such conditions that could reasonably be expected releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to result in such growth, and the Leaseholds. (vie) except Except as disclosed on Exhibit ESELLER'S DISCLOSURE SCHEDULE, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition management of Hazardous Materials at the Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which have not been either abandoned in place or removed pursuant to a permit issued by a Governmental Authority. (f) Seller is not subject to any Environmental Claims against the Station or the Purchased Assets, no such Environmental Claim has been threatened, nor, to the best of the Real Property in the possession knowledge of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive is there any basis for any such Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClaims.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Beginning on the Commencement Date, and throughout the Term, Lessee shall: (1) operate upon and maintain the Land in compliance in all material respects with any applicable Environmental Law and be responsible for making any notification or report concerning the Land or operating thereon required to environmental matters, be made by any applicable Environmental Law; (2) maintain in full force and effect all permits or approvals required by any applicable Environmental Law for operations of the Land; (3) expeditiously cure at its own expense to Seller’s knowledge, the reasonable satisfaction of Lessor any material violation of applicable Environmental Laws at the Land to the extent such violation is attributable to events or conditions which arose on or after the Commencement Date; (4) not create or operate upon the Land any (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencenuisance, (ii) no portion of the Property is being used for the treatmentlandfill or dump, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located hazardous waste management facility or solid waste disposal facility as defined by Environmental Law; (5) not manufacture, use, generate, transport, treat, store, Release, dispose, or handle any hazardous substance upon the Land except in the ordinary course of its business; (6) within ten (10) business days notify Lessor in writing of and provide reasonably requested documents upon learning of any of the following which arise in connection with the Land: any liability for response or corrective action, natural resource damage, or other harm pursuant to CERCLA, RCRA, or any comparable state law; any Environmental Claim; any violation of an Environmental Law or Release, threatened Release, or disposal of a hazardous substance; any restriction on the ownership, occupancy, use, or transferability arising pursuant to any (i) Release, threatened Release, or disposal of a hazardous substance or (ii) Environmental Law; or any environmental, natural resource, health, or safety condition which could materially impair the condition of the Land; (7) conduct expeditiously at its expense to the reasonable satisfaction of Lessor and in accordance with any applicable Environmental Law response action necessary to remove, remediate, clean up, or abate any significant Release, on or in after the Real Property Comme▇▇▇▇▇nt Date; upon the written request of Lessor, timely provide at Lessee's expense a report of an environmental assessment of reasonable scope, form, and depth (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably approved by Lessor as to (1) any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect matter to the Property or any portion thereof extent such matter arises during the Lease term and for which notice is pending or threatened, (v) there is not currently and, provided pursuant to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, above requirements; and (vi2) except as disclosed on Exhibit E, there are no reports or other documentation regarding the general environmental condition of the Real Property in Land within three hundred and sixty-five (365) days of the possession termination date. If such a requested environmental report is not delivered within seventy-five (75) days after receipt of Seller Lessor's request, then Lessor may arrange for same. The reasonable cost of any assessment arranged for by Lessor pursuant to this provision shall be payable by Lessee on demand; (8) allow Lessor or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended its representatives from time to time at Lessor's reasonable discretion and expense to inspect the Land and conduct an environmental audit or assessment (“RCRA”including invasive soil or groundwater sampling), including, without limitation, to facilitate any other sale or lease of the Land; (29) “hazardous substances” as defined remove from the Land at Lessee's expense by the Comprehensive termination date any hazardous substances or equipment to manufacture, generate, transport, treat, store, Release, dispose or handle any hazardous substance used by Lessee or in the course of Lessee's business; and (10) provide Lessor financial assurances adequate to secure the eventual satisfaction of any of Lessee's obligations pursuant to this section which have not been satisfied as of the termination date. (b) Lessee shall take reasonable precautions against, or notify Lessor of, any Release of a Hazardous Substance upon adjacent lands where Lessee has actual knowledge that the Release presents a foreseeable risk of migration onto the Land. (c) Lessee shall be responsible to Lessor and shall defend, indemnify and hold harmless Lessor, and its parent corporations, subsidiaries and affiliates, and all of its and their directors, officers, agents or employees, from and against any Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended Claims which at any time or from time to time may be claimed, suffered or incurred in connection with Environmental Contamination occurring after the Commencement Date, violation after the Commencement Date of any Environmental Law, or the breach of any provision of subsection (“CERCLA”); a) or (3b) “toxic substances” of this Section 14. This obligation to indemnify Lessor shall survive the term of this Lease. (d) Lessor shall be responsible to Lessee and shall defend, indemnify and hold harmless Lessee, and its parent corporation, subsidiaries and affiliates, and all of its and their directors and officers, agents or employees from and against any costs which at any time or from time to time may be claimed, suffered or incurred in connection with Environmental Contamination existing as defined by of the Toxic Substances Control ActCommencement Date, asany Environmental Claim arising from conditions that existed or activities that were conducted on or before the Commencement Date, the violation before the commencement date of any requirement of Environmental Law. The obligation to indemnify Lessee shall survive the terms of this Lease. (e) As to the provisions of this Section 14 only, Lessee and Lessor waive any statute of limitations defense, provided, however, that if one party gives the other party written notice of Environmental Contamination of the Land, the waiver of the statute of limitations shall cease, but only as to the Environmental Contamination which is the subject of the written notice, and as to such contamination, the parties shall then be subject from the date of receipt of such written notice to the times then provided in the then-applicable statute of limitations. The waiver of statute of limitations for any matter not covered in said written notice shall continue. (f) For purposes of this Section,

Environmental. With respect a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental mattersor industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials activity now conducted in, on, under, to, from or in any way related to the area of the Real Property, except as disclosed unless such conditions or concerns are caused by the specific activities of LESSEE in the reports Premises. ▇. ▇▇▇▇▇▇ shall hold LESSEE harmless and documents set forth on Exhibit E attached hereto indemnify LESSEE from and incorporated herein by referenceassume all duties, responsibility and liability at ▇▇▇▇▇▇'s sole cost and expense, for all duties, responsibilities, and liability (iifor payment of penalties, sanctions, forfeitures, losses, costs, or damages) no portion of the Property and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is being used for the treatment, storage, disposal in any way related to: a) failure to comply with any environmental or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation Environmental Requirementsany regulations, (iiiguidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such non-compliance results from conditions caused by LESSEE; and b) no underground storage tanks are currently located on any environmental or industrial hygiene conditions arising out of or in any way related to the Real condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. c. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any portion thereofaction, (iv) no environmental investigationnotice, administrative claim, order, notificationsummons, consent ordercitation, directive, litigation, claiminvestigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, judgment including without limitation any regulations, guidelines, standards, or settlement policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with respect regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, to the extent that such non-compliance results from conditions caused by LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or any portion thereof is pending or threatened, (v) there is not currently andactivities conducted thereon, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing extent that such environmental conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined caused by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLESSEE.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With Except as set forth on Schedule 6.16, to the Best ------------- Knowledge of Gold ▇▇▇▇ with respect to environmental mattersthe Purchased Assets and the Inputs Business: (a) all underground petroleum or chemical storage tanks located under the Owned Real Property or the Leased Real Property are in compliance with all Environmental Laws, including all regulations regarding petroleum underground storage tanks that are scheduled to Seller’s knowledgebecome effective in December 1998; (b) Gold ▇▇▇▇ is not the subject of any governmental investigation or proceeding pertaining to the presence, generation, discharge, emission, release or threatened release, spill, use, storage, processing, receiving, containment, treatment, shipment, transportation, handling or disposition of any Hazardous Material, nor has Gold ▇▇▇▇ provided (ior been required to provide) there has been no Release nor received notice of any violation of any Environmental Law or release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling release of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable received any claim or notice under any Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Laws with respect to the Owned Real Property, the Leased Real Property or the other Purchased Assets; (c) included within the list of Permits on Schedule 6.8 are all Permits and other governmental authorizations currently held by Gold ▇▇▇▇ pursuant to or relating to any portion thereof Environmental Law, including EPA product registrations (the "Environmental Permits"), and Gold ▇▇▇▇ is pending conducting the Inputs Business in compliance with the Environmental Permits, which constitute all of the permits, approvals, certificates, or threatenedother authorizations required to be obtained from any public, governmental, regulatory or judicial authority to conduct the Inputs Business in substantially the same manner and extent it is presently conducted by Gold ▇▇▇▇; and (vd) there is not currently andno action, to Seller’s knowledgeactivity, never has been any moldcircumstance, fungal or other microbial growth in or on the Real Propertycondition, event, or existing conditions within buildingsincident, structures including without limitation, the release, emission, discharge, presence, or mechanical equipment serving such buildings or structuresdisposal of any Hazardous Material, that could reasonably be expected to form the basis of any environmental claim or result in material liability any liability, remedial action or material costs or expenses penalties against Gold ▇▇▇▇ with respect to remediate the moldInputs Business, fungal or microbial growththe Owned Real Property, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Leased Real Property in or the possession other Purchased Assets, including the properties of Seller or Seller’s Affiliates, consultants, contractors or agents▇▇▇▇▇ ▇. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq▇▇▇▇▇▇▇▇ LLC.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect The Acquiror disclosed to environmental mattersthe Company all material documents (including claims, notices, orders, judgments, reports, audits, assessments, results, licences, permits, orders, authorizations, approvals and registrations) relating to Seller’s knowledgematerial environmental, (i) there has been health and safety matters affecting the operations of the Acquiror or the Acquiror Subsidiaries, or any properties currently or formerly owned, occupied or used by the Acquiror or the Acquiror Subsidiaries and any activities carried out thereon. All operations, or any properties currently or formerly owned, occupied or used by the Acquiror and the Acquiror Subsidiaries and any activities carried out thereon, have been, and are now, in compliance with all applicable Environmental Laws, and no Release liability under Environmental Laws exists or threat of Release of Hazardous Materials inis reasonably anticipated in relation to such operations, onproperties or activities, underexcept where the failure to be in compliance or the liability under Environmental Laws would not, to, from individually or in the area aggregate, have a Material Adverse Effect in respect of the Real PropertyAcquiror. The Acquiror and the Acquiror Subsidiaries have all permits, except as disclosed in consents, authorizations and registrations currently required under Environmental Laws. Neither the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceAcquiror nor any Acquiror Subsidiary is aware of, or is subject to: (iir) no portion of the Property is being used for the treatmentany investigation, storageproceeding, disposal application, order or directive which relates to environmental, health or safety or closure or other handling of Hazardous Materials reclamation matters, and which may require any material work, repairs, construction, reclamation, remediation or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, expenditures; or (iiis) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment demand or settlement notice, with respect to the Property breach of or liability under any portion thereof is pending Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or threatenedtransportation of any substance (including pollutants, (v) there is not currently andcontaminant, to Seller’s knowledgewaste of any nature, never has been hazardous material, toxic substance, dangerous substance or dangerous good as defined in any moldapplicable Environmental Laws), fungal which would, individually or other microbial growth in or on the Real Propertyaggregate, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result have a Material Adverse Effect in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition respect of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqAcquiror.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Without limiting any of Licensee's obligations under this or any other Section of this License, Licensee agrees that it shall not cause any hazardous materials to environmental mattersbe used, to Seller’s knowledgegenerated, (i) there has been no Release stored or threat disposed of Release of Hazardous Materials in, on, underunder or about, or transported to, from or through the Licensed Space, except for soil, groundwater or any other material originating on the Licensed Space and removed from the Licensed Space by Licensee as required for the Permitted Uses (e.g., drill cuttings and soil samples). Licensee assumes full liability and responsibility for such soil, groundwater or other material removed from and not replaced on the Licensed Space including, but not limited to, responsibility for ensuring that the handling, treatment, transport, storage and/or disposal of these materials is properly and safely performed according to all applicable federal, state, and local laws, regulations and governmental requirements. (b) If Licensee's use of the Licensed Space results in the area need for a response action under applicable environmental laws, the Licensee shall give immediate telephone notice to Licensor by calling the campus EHS director, at (enter contact information here). Without limiting any other provision of this License, completion of any such response action shall be the sole responsibility of the Real PropertyLicensee, except as disclosed shall be performed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements environmental laws at Licensee's sole expense, and do shall not exceed limits permitted under applicable lawsbe performed without the prior approval of the Licensor unless an emergency situation exists and approval cannot be obtained. Licensor reserves the right to supervise Licensee's contractor(s) implementing any such response action, and all submittals required to be made to any regulatory agency must be reviewed and approved by Licensor. (c) This License shall not constitute any admission of liability or responsibility by Licensee for any contamination conditions on the Licensed Space preexisting this License, and not actually caused or exacerbated by Licensee, and shall be without prejudice to each party's respective rights and remedies to claim and recover reimbursement, in whole or in part, from any entity other than a party hereto. (d) For the purposes of this License, "hazardous materials" shall include, but not be limited to, substances defined as "hazardous substances", "toxic substances", "hazardous wastes", "hazardous materials", "oil" or "asbestos" in any federal or state statute concerning hazardous materials now or hereafter enacted, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on all regulations adopted or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqpublications promulgated thereunder.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except Except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do would not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in fines or penalties under Environmental Laws or environmental remediation costs required to be incurred under Environmental Laws: (a) Except as disclosed on Schedule 3.6, to the best of such Seller's Knowledge (i) the Owned Real Property and Leased Real Property currently comply in all material liability respects with all Environmental Laws, (ii) neither the Partnership nor any Subsidiary has caused any events, conditions, circumstances, activities, practices or material costs incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or expenses threatened release of any Hazardous Substances from or on the Owned Real Property or the Leased Real Property), which could interfere with or prevent continued compliance, or which are reasonably likely to remediate give rise to any liability, based upon or related to the moldprocessing, fungal distribution, use, treatment, storage, disposal, transport or microbial growthhandling, or the emission, discharge, release or threatened release into the environment, of any Hazardous Substance from or attributable to the Owned Real Property or Leased Real Property and (iii) there is not any pending or threatened claim or investigation based on Environmental Laws which arises from any condition of any Owned Real Property or Leased Real Property. (b) The General Partner has provided Buyer with complete and correct copies of (i) any studies, reports, surveys or other materials in the Partnership's or any Subsidiary's possession or to which the Partnership or any Subsidiary has access relating to the presence or alleged presence of Hazardous Substances at, on or affecting the Owned Real Property, Leased Real Property or Other Real Property, (ii) any notices or other materials in the Partnership's or any Subsidiary's possession that were received from any Governmental Authority having the power to administer or enforce any Environmental Laws relating to current or past ownership, use or operation of the Owned Real Property, Leased Real Property or Other Real Property or activities at the Owned Real Property, Leased Real Property or Other Real Property, and (iii) any materials in the Partnership's or any Subsidiary's possession, or to remedy which the Partnership or any Subsidiary has access, relating to any (c) Except as described on Schedule 3.6, to the Knowledge of such conditions that could reasonably be expected to result in such growthSeller, (i) no aboveground or underground storage tanks are currently or have been located on any Owned Property or Leased Property, and (viii) except no Owned Property or Leased Property has been used at any time as disclosed on Exhibit E, there are no reports a gasoline service station or other documentation regarding the environmental condition of the Real Property in the possession of Seller facility for storing, pumping, dispensing or Seller’s Affiliates, consultants, contractors producing gasoline or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous any other petroleum products or wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect Tenant covenants and agrees (a) that Tenant will not violate any Environmental Laws (as hereinafter defined); (b) that Tenant will not use, store, dispose or generate any Hazardous Materials (as hereinafter defined) in, on, at, or under the Premises, the Building and/or the Park except with Landlord’s written consent, such consent to environmental mattersbe withheld in Landlord’s sole discretion; (c) that Tenant will not cause or permit any release, to Seller’s knowledgeleak, (i) there has been no Release discharge, spill, disposal, or threat of Release emission of Hazardous Materials in, at, on, underor under the Premises, to, from or in the area Building and/or the Park; (d) to give notice to Landlord immediately upon Tenant acquiring any knowledge of the Real Propertypresence of any Hazardous Materials at the Premises, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceBuilding or the Park or of any release, (ii) no portion of the Property is being used for the treatmentleak, storagedischarge, spill, disposal or other handling emission of Hazardous Materials at the Premises, the Building or machinery containing the Park, with a full description thereof; (e) to give notice to Landlord immediately of any notice of violation or potential violation of any Environmental Laws received by Tenant; and (f) to promptly comply with any governmental requirements relating to the removal, treatment or disposal of Hazardous Materials other than standard amounts caused by or resulting from Tenant’s actions, inactions and/or business operations at the Premises, and provide Landlord with satisfactory evidence of cleaning supplies such compliance. Tenant covenants and chlorine for agrees that it shall indemnify, hold harmless and defend Landlord and its successors and assigns as owner of the swimming poolPremises, from and against any and all liability, loss, damage, cost and expense (including, without limitation, attorneys' fees, consultant fees, and expert fees), causes of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsaction, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigationsuit, claim, demand or judgment against Tenant, Landlord and/or the Premises and/or the Park of any nature pertaining to a violation by Tenant of the covenants set forth in the immediately preceding paragraph and/or of any nature resulting from the existence of Hazardous Materials at, in, on or settlement with respect under the Premises and/or the Park as a result of any action, inaction and/or business operations of Tenant, Tenant’s agents, employees, contractors, invitees, subtenants, successors or assigns. The foregoing indemnification shall not apply in the event Landlord has caused the event or circumstance giving rise to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqindemnification.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Prior to the execution of this Agreement, the Company has provided to Parent and Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to Seller’s knowledgethe best of the knowledge of the Company, (i) there has been are no Release conditions, facilities, procedures or threat of Release of Hazardous Materials in, on, under, to, from any other facts or in the area of the Real Property, except as disclosed in the reports and documents set forth circumstances that constitute Environmental Noncompliance on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, of the leaseholds existing under the Real Property Leases and (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (vii) there is not currently andconstructed, placed, deposited, stored, disposed of, nor located on any of the Real Property or any of the leaseholds existing under the Real Property Leases, any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to Seller’s the best of the Company's knowledge, never has been any moldno structure, fungal improvements, equipment, fixtures, activities or other microbial growth in or facilities located on the Real PropertyProperty or any of the leaseholds existing under the Real Property Leases uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on COMPANY'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or existing conditions within buildings, structures which otherwise contribute to Environmental Conditions arising in whole or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate part from the mold, fungal or microbial growthactivities of any of the SBC Companies, or to remedy the best of the knowledge of the Company arising from any other activities, except to the extent that such conditions that could reasonably be expected releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to result in such growth, and the Real Property or any of the leaseholds existing under the Real Property Leases. (vie) except Except as disclosed on Exhibit ECOMPANY'S DISCLOSURE SCHEDULE, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition management of Hazardous Materials, and no abandoned underground storage tanks at the Real Property in or any of the possession leaseholds existing under the Real Property Leases. (f) None of Seller or Seller’s Affiliatesthe SBC Companies is subject to any Environmental Claims, consultantsand no Environmental Claims have been threatened against any of the SBC Companies nor, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by to the Resource Conservation and Recovery Act best of 1976the knowledge of the Company, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive is there any basis for any such Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClaims.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) If requested by MainSource, MBT will cooperate with MainSource for its conduct, by a consulting firm of its choice and at MainSource’s sole cost, of a phase one environmental site assessment on any or all real property owned by MBT or any of its Subsidiaries as of the date of this Agreement, and any real property acquired by MBT or any of its Subsidiaries after the date of this Agreement. MainSource shall be responsible for the costs of the phase one environmental assessments. Subject to provisions below, if requested by MainSource, based upon the results of a phase one environmental mattersassessment, to SellerMBT will cooperate with MainSource for its conduct, by a consulting firm of MainSource’s knowledgechoice and at MainSource’s sole cost, of a phase two environmental investigation on any or all real property owned by MBT or any of its Subsidiaries as of the date of this Agreement, and any real property acquired by MBT or any of its Subsidiaries after the date of this Agreement; provided, however, that (i) there has been no Release or threat MainSource’s request shall identify the specific consultant to conduct the work, the scope of Release work for the investigation of Hazardous Materials in, on, under, to, from or in each property (which shall be reasonable given the area results of the Real Propertyapplicable phase one assessment), except as disclosed in and the reports insurance coverage for such work (which shall be reasonable and documents set forth on Exhibit E attached hereto and incorporated herein by referencecustomary), (ii) no portion of the Property is being used for the treatmentall such work shall be conducted at times and places reasonably acceptable to MBT so as to not impair its business operations or properties, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located MainSource indemnifies and holds harmless MBT and its Subsidiaries and affiliates for all liabilities, claims, judgments, damages, and expenses arising from or related to the work conducted by MainSource’s contractor, and shall cause the properties investigated (and any other properties impacted by the work) to be repaired and returned to their pre-investigation condition. (b) If the environmental consultant’s good faith estimate, based upon the results of the environmental studies and other diligence conducted by the environmental consultant, of the dollar amount, if any, that MBT and its Subsidiaries would be required to expend under applicable Environmental Laws for clean-up, remediation and penalties arising from Hazardous Substances on or in the Real Property emanating from MBT or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect its Subsidiaires’ owned real properties which have been subject to the Property or any portion thereof phase two investigations described in Section 5.11(a) above, is pending or threatenedin excess of $300,000, (v) there is not currently andthen MainSource shall have the right to terminate this Agreement pursuant to Section 8.01(c)(iv), to Sellerwhich termination shall be MainSource’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to sole remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqevent.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental mattersExcept as disclosed in Schedule 5.27, to the best knowledge and belief of Seller and Stockholders, there are no conditions existing or resulting from activities associated with Seller’s knowledge's activities, including, without limitation, matters relating to air, soil contamination and water pollution, solid wastes, toxic substances, occupational health studies, matters relating to waste disposal practices, groundwater and soil monitoring, written communications with federal, state and local environmental agencies and all existing, pending or anticipated violations, citations, claims, and complaints relating to or resulting from activities associated with the business of Seller or conditions existing at the LAB Facilities (i) "Environmental Matters"). To the best knowledge and belief of Seller and Stockholders, the disclosure set forth in Schedule 5.27 reveals all Environmental Matters, materials so deposited, and all such violations, citations, claims, as well as a description of the size, location, contents, capacity, age and construction of each underground storage tank located on the LAB Facilities. To the best knowledge and belief of Seller and Stockholders, Schedule 5.27 hereto discloses all Toxic or Hazardous Substances or Wastes which have been generated, treated, stored, disposed of or otherwise deposited by Seller or deposited by others in or on or allowed to emanate or be released or discharged from the LAB Facilities, including, without limitation, the surface waters and subsurface waters thereof, and, to the best knowledge and belief of Seller and Stockholders, there has been are no Release other substances or threat of Release of Hazardous Materials conditions, in, on, underunder or emanating from the LAB Facilities, toincluding, from or in the area of the Real Propertywithout limitation, except as disclosed in the reports surface waters and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion subsurface waters thereof, (iv) no environmental investigationwhich could support a claim or cause of action under any federal, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Propertystate, or existing conditions within buildingslocal environmental statutes, structures ordinances, regulations or mechanical equipment serving such buildings guidelines. "Toxic or structuresHazardous Substances or Waste" for purposes of this Agreement shall include, that could reasonably be expected to result in material liability without limitation: (i) hazardous substances or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Act, 42 U.S.C. 9601 et seqSubsection 9601, ET SEQ.); the Resource Conservation and Recovery Act, 42 U.S.C. Subsection 6901, ET SEQ., and/or any other applicable federal, state or local law, regulation, ordinance or requirement, all as amended or hereafter amended; (ii) petroleum, including, without limitation, crude oil or any fraction thereof; (iii) asbestos in any form or condition; and (iv) any radioactive material, including, without limitation, any source, special nuclear or by-product material as defined at 42 U.S.C. Subsection 2011, ET SEQ., as amended by or hereafter amended. Seller hereby waives, releases and agrees not to make any claim or bring any cost recovery action against Buyer under the Superfund Amendment Comprehensive Environmental Response, Compensation and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Liability Act, as42 U.S.C. Subsection 9601, ET SEQ., or any state equivalent or any similar law now existing or hereafter enacted, except to the extent that the condition or circumstance giving rise to such claim or action was in no manner related to any condition or circumstance existing (to the extent determined by a court of competent jurisdiction) as of or prior to the Closing Date. The parties agree that the burden of proving that such a condition or circumstance did not exist at or prior to the Closing Date shall be on Seller. Neither Seller nor Stockholders shall be responsible for acts or omissions caused solely by Buyer after the Closing Date.

Environmental. With respect (a) Prior to the execution of this Agreement, Citadel has provided to Purchaser a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to Seller’s knowledgethe Purchased Assets. (b) Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on CITADEL'S DISCLOSURE SCHEDULE, there have been no Release releases or threat of Release threatened releases of Hazardous Materials ininto the environment, on, under, to, or which otherwise contribute to Environmental Conditions arising solely from or in the area activities of the Real PropertyStation, or to the best of the knowledge of Citadel arising from any other activities, except to the extent that such releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to the Leaseholds. (e) Except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceCITADEL'S DISCLOSURE SCHEDULE, (ii) there are no portion of the Property is being underground storage tanks, or underground piping associated with tanks, used for the treatment, storage, disposal or other handling management of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies at the Leaseholds and chlorine for the swimming pool, all of which there are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no abandoned underground storage tanks are currently located on at the Leaseholds which have not been either abandoned in place or in the Real Property or removed pursuant to a permit issued by a Governmental Authority. (f) Citadel is not subject to any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Environmental Claims against Citadel with respect to the Property or any portion thereof is pending or Station, no Environmental Claims with respect to the Station have been threatened, (v) there is not currently andnor, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition best of the Real Property in knowledge of Citadel, is there any basis for any such Environmental Claims with respect to the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqStation.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect Except where failure to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do so would not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result cause a Material Adverse Effect, Borrower shall comply in all material liability or material costs or expenses respects with all Environmental Laws applicable to remediate the mold, fungal or microbial growth, or it. Borrower shall immediately notify Agent and Lenders of any remedial action taken by Borrower under Environmental Laws with respect to remedy such conditions that could Borrower’s business operations. Except where failure to do so would not reasonably be expected to result cause a Material Adverse Effect, Borrower shall not use or permit any other party to use any Hazardous Substances at or on any Collateral except such materials as are incidental to the Borrower’s normal course of business, maintenance and repairs and which are handled in such growthcompliance with all applicable Environmental Laws. Upon the reasonable written request of Agent or Lenders following the occurrence of any event or the discovery of any condition which Agent or Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 5(p) to be untrue in any material respect, furnish or cause to be furnished to Agent or Lenders, at Borrower’s expense, a report of an environmental assessment of reasonable scope, form and (vi) except depth by a consultant reasonably acceptable to Agent and Lenders as disclosed on Exhibit E, there are no reports or other documentation regarding to the environmental condition nature and extent of the Real Property in the possession presence of Seller any Hazardous Substances at or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 on any Collateral and as otherwise amended from time to time the compliance by Borrower or any of its Affiliates with Environmental Laws at or on such Collateral. If Borrower fails to deliver such an environmental report within seventy-five (“CERCLA”); 75) days after receipt of such written request, then Agent or Lenders may arrange for the same, and, without limitation of any other rights afforded Agent hereunder, Borrower hereby grants to Agent, Lenders and their respective representatives access to such Collateral to reasonably undertake such an assessment. The reasonable cost of any assessment arranged for by Agent or Lenders pursuant to this provision shall be payable by Borrower on demand and added to the Obligations. Borrower shall provide Agent, Lenders and their respective agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Substances used, generated, manufactured, stored or disposed of by their business operations relating to the Collateral within ten (310) “toxic substances” as defined by days of the Toxic Substances Control Act, asrequest therefor.

Environmental. With respect Tenant shall not use or suffer the Demised Premises to be used in any manner so as to create an environmental mattersviolation or hazard, nor shall Tenant cause or suffer to Seller’s knowledgebe caused any chemical contamination or discharge of a substance of any nature which is noxious, (i) there has been no Release offensive or threat harmful or which under any law, rule or regulation of Release of Hazardous Materials in, on, under, to, from any governmental authority having jurisdiction constitutes a hazardous substance or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agentshazardous waste. As used in this Contract: herein, the term “Hazardous Materials” means and includes all potentially hazardous materials, including, without limitation, radon, harmful radiation, asbestos, and asbestos containing materials. Tenant covenants and agrees that at any and all times during the Term it shall be responsible for compliance with any federal, state, county, local, or municipal law, statute, ordinance, code, regulation or administrative recommendation pertaining to Hazardous Materials (1) “hazardous wastes” as defined by including, without limitation, any requirements pertaining to the Resource Conservation and Recovery Act clean-up, removal, and/or encapsulation of 1976, as amended from time to time (“RCRA”any Hazardous Materials that may be in or at the Demised Premises or may have emanated therefrom), (2) “hazardous substances” solely to the extent the Hazardous Materials are brought onto the Demised Premises by Tenant, its contractors, agents or invitees, in which event Tenant shall undertake any and all steps which may be required for compliance as defined aforesaid. Landlord shall be solely responsible for restoring and repairing any damage to the Demised Premises caused by or resulting from such compliance relating to pre-existing conditions and Hazardous Materials that are not brought onto the Comprehensive Environmental ResponseDemised Premises by Tenant, Compensation its contractors, agents or invitees, e.g. the replacement of any ceiling tiles or insulation with comparable products not containing any Hazardous Materials. Landlord represents, covenants and Liability Act warrants that as of 1980 (42 U.S.C. 9601 et seqthe Commencement Date, to the best of its knowledge, there is no Hazardous Material in or about the Demised Premises and Landlord hereby agrees to indemnify, defend and hold harmless Tenant from all losses, liabilities, damages, costs and expenses, including to the extent permitted by law, reasonable attorney fees, resulting from or arising in connection with the breach of Landlord's representation and warranty set forth in this section.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect As of the date hereof, Seller has not unlawfully disposed of any Hazardous Waste, including any Polychlorinated Biphenyls ("PCBs"), in a manner which has caused, or could cause, Buyer to incur a material liability under applicable law in connection therewith; and Seller warrants that the technical equipment included in the Personal Property does not contain any Hazardous Waste that is required by law to be removed, or, if any equipment does contain Hazardous Waste, that such equipment is stored and maintained in compliance with applicable law. As of the date hereof, Seller has complied in all material respects with all federal, state and local environmental matterslaws, rules and regulations applicable to Seller’s knowledgethe Station and its operations, (i) there including but not limited to the Commission's guidelines regarding RF radiation. No Hazardous Waste has been no Release or threat disposed of Release of Hazardous Materials inby Seller, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to the best of Seller’s 's knowledge, never no Hazardous Waste has been disposed of by any moldother person, fungal or other microbial growth in or on the property subject to Real Property, Estate Contracts in a condition which requires investigation or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected remediation pursuant to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agentsEnvironmental Laws. As used herein, the term "Hazardous Waste" shall mean all materials regulated by any federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata). If Seller learns between the date of this Agreement and the Closing Date that Seller is in breach of the representation and warranty set forth in this Contract: “Hazardous Materials” means Section 3.11 and such breach is attributable to Seller's action or failure to act prior to the Commencement Date (1) “hazardous wastes” as defined by in the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”LMA), (2) “hazardous substances” as defined Seller shall begin remedial action promptly, if such is required by Environmental Laws, and shall use reasonable best efforts to complete such remedial action to the Comprehensive Environmental Response, Compensation and Liability Act satisfaction of 1980 (42 U.S.C. 9601 et seqBuyer before the Closing Date.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With (a) Except as would not have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, order, request for information, complaint or penalty has been received in the past two years by any Seller or any of its Affiliates with respect to environmental mattersthe compliance of the Purchased Business or the Purchased Assets with any Environmental Laws or liability under any Environmental Laws, and there are no Actions pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business of or under any Environmental Law; and (ii) the Purchased Business is and, for the prior two years, has been in compliance with all applicable Environmental Laws. (b) No Seller or any of its Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials in quantities and concentrations requiring immediate notification of governmental entities pursuant to Environmental Law on or beneath the Purchased Assets, or from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the ordinary course of business, in material compliance with Environmental Laws and so as would not reasonably be expected to require any material remediation or investigation pursuant to Environmental Law. (c) Without in any way limiting the generality of the foregoing, to the Knowledge of such Seller’s knowledge, (i) there has been no Release or threat other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of Release of Hazardous Materials insuch tanks, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth located on Exhibit E attached hereto and incorporated herein by referenceany Purchased Asset are specifically identified on Schedule 3.08(c), (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming poolas contained substances in quantities not regulated by Environmental Law, all of which are stored on former underground storage tanks have been removed from or closed in place at the Property Purchased Assets in strict accordance compliance with applicable Environmental Requirements Law and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirementsare listed on Schedule 3.08(c), (iii) no underground storage tanks all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are currently located identified on or in the Real Property or any portion thereof, Schedule 3.08(c) and (iv) there are no environmental investigationunderground injection ▇▇▇▇▇, administrative orderradioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, notificationother than as have been used in the ordinary course of business, consent orderin compliance in all material respects with all Environmental Laws, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is and as would not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in require any material liability remediation or material costs or expenses investigation pursuant to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaw.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there The Nu-Mex Optioned Properties and the Nu-Mex Property have been operated in compliance with all applicable Environmental Laws, except to the extent that a failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Nu-Mex. (ii) To Nu-Mex's knowledge, the Nu-Mex Property and the Nu-Mex Optioned Properties, have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that any non-compliance would not reasonably be expected to have a Material Adverse Effect on Nu-Mex. Neither Nu-Mex nor any other Person currently or previously in control of the Nu-Mex Property and the Nu-Mex Optioned Properties has been no Release caused or threat of permitted the Release of any Hazardous Materials Substances at, in, on, underunder or from the Nu-Mex Property and the Nu-Mex Optioned Properties, toexcept in compliance with all Environmental Laws and, from except to the extent that a failure to be in such compliance would not reasonably be likely to have a Material Adverse Effect on Nu-Mex. All Hazardous Substances handled, recycled, disposed of, treated or in the area stored, on or off site of the Real PropertyNu-Mex Property or the Nu-Mex Optioned Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that any non-compliance would not be reasonably likely to have a Material Adverse Effect on Nu-Mex. To the knowledge of Nu-Mex, there are no Hazardous Substances at, in, on, under or migrating from the Nu-Mex Property and the Nu-Mex Optioned Properties, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, material compliance with all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, Laws. (iii) No Person has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) to the knowledge of Nu-Mex, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is, to the knowledge of Nu-Mex, the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Nu-Mex. To the knowledge of Nu-Mex, no underground storage tanks are currently located site or facility on or in the Real Nu-Mex Property or the Nu-Mex Optioned Properties is listed or, to the knowledge of Nu-Mex, is proposed for listing on any portion thereof, list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect Except to the Property or any portion thereof is pending or threatened, (v) there is extent that would not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to have a Material Adverse Effect on Nu-Mex, no Person has caused or permitted the Release of any Hazardous Substances on or to the Nu-Mex Property or the Nu-Mex Optioned Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Nu-Mex; or (ii) would be reasonably likely to result in material liability imposition of a lien, charge or material costs other encumbrance or expenses the expropriation on the Nu-Mex Property or the Nu-Mex Optioned Properties or the assets of Nu-Mex. (v) Except to remediate the mold, fungal or microbial growth, or to remedy such conditions extent that could would not reasonably be expected to result in such growthhave a Material Adverse Effect with respect to Nu-Mex, and (vi) except as disclosed on Exhibit ENu-Mex has not received from any Person or Governmental Entity any notice, there are no reports formal or informal, of any proceeding, action or other documentation regarding the environmental condition claim, Liability or potential Liability arising under any Environmental Law that is pending as of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqdate hereof.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With The Properties and Facilities, the use thereof, and any operations now conducted at the Properties and Facilities, are, currently, to the best of Seller's knowledge, in compliance with all applicable Environmental Laws (as hereinafter defined), except for the matters disclosed in Section 10.1.7 above. To Seller's knowledge, all federal, state and local permits, licenses, registrations and authorizations required for the use of the Property have been obtained and further, there are currently no violations of such permits, licenses, registrations or authorizations, except that the Eloy Permit has not been transferred to Seller. To Seller's knowledge, there are no currently outstanding claimed, alleged or threatened violations of or liabilities under any Environmental Laws with respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real PropertyProperties and Facilities, except as disclosed in Section 10.1.7 above, nor are there any present or planned discussions or negotiations with any agency regarding the reports release of any Hazardous Substances (as hereinafter defined) except as disclosed in Section 10.1.7 above, and documents set forth on Exhibit E attached hereto the Properties and incorporated herein by reference, (ii) no portion of the Property is being Facilities have not been used for the treatment, storagestorage or disposal of any Hazardous Substances, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit Epermitted by the Eloy Permit, there are no reports as such treatment, storage or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by disposal may be regulated under the Resource Conservation and Recovery Act of 1976Act, 42 U.S.C. 6901 et seq. or its state counterparts, as amended and/or reauthorized, and regulations promulgated thereunder. "Environmental Laws" means all federal, state and local laws, whether common laws, court or administrative decisions, statutes, rules, regulations, ordinances, court orders and decrees, and administrative orders and all administrative policies and guidelines concerning action levels of a governmental authority (federal, state or local) now or hereafter in effect relating to the environment, public health, occupational safety, industrial hygiene, any Hazardous Substance (including, without limitation, the disposal, generation, manufacture, presence, processing, production, release, storage, transportation, treatment or use thereof), or the environmental conditions on, under or about the Properties and Facilities, as amended and as in effect from time to time (“RCRA”)including, (2) “hazardous substances” without limitation, the following statutes and all regulations thereunder as defined by amended and in effect from time to time: the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (1980, as amended, 42 U.S.C. 9601 §§ 9601, et seq.), as amended by ; the Superfund Amendment Amendments and Reauthorization Act of 1986 1986, Title III, 42 U.S.C. §§ 11001, et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f), et seq.; the Solid Waste Disposal Act, 42 U.S.C. §§ 6901, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§ 1801, et seq.; the Resource Conservation and Recovery Act, as otherwise amended from time to time (“CERCLA”)amended, 42 U.S.C. §§ 6901, et seq.; (3) “toxic substances” the Federal Water Pollution Control Act, as defined by amended, 33 U.S.C. §§ 1251, et seq.; the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601, et seq.; and the Occupational Safety and Health Act, as29 U.S.C. §§ 651, et seq.; and any successor statutes and regulations to the foregoing. "Hazardous Substances" means (I) all chemicals, materials and substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants," or words of similar import, under any applicable Environmental Law; and (II) all other chemicals, materials and substances, exposure to which is prohibited, limited or regulated by any governmental authority, including, without limitation, asbestos and asbestos-containing materials in any form, lead-based paint, radioactive materials, polychlorinated biphenyls ("PCB's"), and substances and compounds containing PCB's.

Environmental. With respect to environmental mattersWithout in any manner limiting any other provision of this Lease, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports Tenant hereby represents and documents set forth on Exhibit E attached hereto warrants and incorporated herein by reference, (ii) no portion of the Property is being used agrees for the treatmentfull term of any obligations under this Lease: (a) to comply fully with all federal, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies state and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable local laws, including without limitation Environmental Requirementsrules, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Propertyorders, or existing conditions within buildingsregulations pertaining to health or the environment ("Environmental Laws"), structures or mechanical equipment serving such buildings or structuresincluding, that could reasonably be expected to result in material liability or material costs or expenses to remediate without limitation, the moldcomprehensive Environmental Response, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthCompensation, and Liability Act of 1980, as amended (vi"CERCLA") except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by and the Resource Conservation and Recovery Act of 19761987, as amended from time ("RCRA"). (b) that Tenant will not dispose of nor permit or acquiesce in the disposal of any Regulated Substances, under or around the Premises, except in conformance with Environmental Laws. (c) to time defend, indemnity and hold harmless Landlord for any and all costs, claims, demands, damages including attorneys' fees and court costs and investigatory and laboratory fees, related to any breach of this Lease, including, without limitation, any adverse health or environmental condition (“RCRA”), including without limitation any violation of Environmental Laws) occurring during the term of this Lease. This indemnification to Landlord shall survive the termination of the Lease. (2d) “hazardous substances” as defined by comply with all reporting obligations imposed under the Comprehensive Environmental Response, Compensation Federal Emergency Planning and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Community Right to Know Act of 1986 and any similar state or local laws, rules or regulations. (e) comply with all pretreatment requirements imposed by law with respect to the disposal of waste or effluent into the sanitary sewer system. (f) prevent any dumping, spillage, leakage or runoff of substances regulated by Environmental Laws ("Regulated Substances") into dry well▇, ▇▇orm drains, water retention areas, Common Areas or any areas where such substances could be absorbed into the soil. (g) obtain and maintain all permits required by federal, state or local laws, rules or regulations. (h) prepare, and upon request provide a copy to Landlord of, all response plans required by applicable law. (i) not keep, store, or use within the Premises any Regulated Substances except small quantities that are reasonably necessary for Tenant's business and customarily associated with office usage, such as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, ascopier supplies.

Environmental. With respect To the best knowledge of Seller, Seller has conducted and is conducting its businesses in compliance with all Environmental Laws and none of the operations of Seller is the subject of federal, state or local investigation evaluating whether any remedial action is needed to environmental mattersrespond to a release of any Hazardous Substance into the environment. Seller has not (and no other Person has) filed any notice under any federal, state or local law indicating that Seller is responsible for the release into the environment or the improper storage of any amount of any Hazardous Substance, or that any such Hazardous Substance has been released or is improperly stored upon any owned, operated or leased property of Seller. Other than as set forth in the Dallas County Office Lease, to the best knowledge of Seller’s knowledge, (i) there Seller has been no Release liability or threat contingent liability in connection with any violation of Release of Hazardous Materials in, on, under, to, from Environmental Laws or in connection with the area release or threatened release into the environment or the improper storage of any Hazardous Substance. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the Real Propertyoperations of Seller, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceincluding, (ii) no portion of the Property is being used for the without limitation, present or past treatment, storage, disposal or other handling release of a Hazardous Materials Substance into the environment, have been duly obtained or machinery containing filed, and Seller is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. There has been no release or threatened release of any Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located Substances on or in to any of the Real Property owned, operated or any portion thereof, leased properties or assets of Seller that either (iva) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal in compliance with Environmental Laws or other microbial growth in (b) could create an obligation or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growthof Seller under Environmental Laws, and (vi) except as disclosed on Exhibit E, there are no reports storage tanks or other documentation regarding the environmental condition containers on or under any of the Real Property owned, operated or leased properties or assets of Seller from which any Hazardous Substances may be released into the surrounding environment. No claims are pending or threatened by third parties against Seller alleging liability for exposure to a Hazardous Substance and there have been no environmental investigations, studies, audits, reviews or other analyses conducted by or which are in the possession of Seller regarding any facility or property owned, operated or leased by Seller which have not been delivered to Purchaser. Notwithstanding the foregoing, to the knowledge of Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and except as otherwise amended from time disclosed to time (“CERCLA”); (3) “toxic substances” as defined by Purchaser in writing, there are no Hazardous Substances now on or previously existing on the Toxic Acquired Property, nor are there now or have there every been any above or below ground storage tanks. Purchaser understands that Seller has undertaken no investigation or testing nor made any other effort with regard to determining the existence of Hazardous Substances Control Acton the Acquired Property. Notwithstanding the foregoing, asto the knowledge of Seller, no aspect or condition of the Acquired Property violates any applicable laws, rules, regulations, codes, or covenants, conditions or restrictions, nor does the Acquired Property have any structural or latent defects, nor have any improvements or alterations been made to the Acquired Property without a permit where one was required, nor is there any unfulfilled order directive of any applicable governmental agency or casualty insurance company that any work of investigation remediation, repair, maintenance or improvement required to be performed on the Acquired Property.

Environmental. With Except as disclosed in Schedule 4.18, and except as would not be material: (a) The Company is in compliance with applicable Environmental Law including those with respect to environmental mattersmining operations and reclamation. The Company has not received any written order, to Seller’s knowledge, notice of violation or any other communication from (i) there any Governmental Authority or private citizen acting in the public interest or (ii) the current or prior owner or operator of real property burdened by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lease or other real property, of any actual or threatened violation or failure to comply with any applicable Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental Liabilities with respect to the Business or Assets. (b) There are no pending or, to the Seller’s Knowledge, threatened Claims or Liens resulting from any Environmental Liabilities or arising under or pursuant to any Environmental Law with respect to or affecting the real property burdened by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lease, or, to the Seller’s Knowledge, other real property. There are no Hazardous Substances present on, at, under, or in the environment at any of the real property burdened by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lease, or other real property owned or leased by the Company, including Hazardous Substances contained in barrels, aboveground or underground storage tanks, landfills, land deposits, dumps, equipment (whether movable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water sumps, or any other parts of the real property burdened by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lease or other real property, except in material compliance with applicable Environmental Laws. (c) There has been no Release or release or, to the Seller’s Knowledge, threat of Release release, of any Hazardous Materials Substances at, to or from any land or lease or any other real property in which the Company has or had an interest. To the Seller’s Knowledge, any Hazardous Substances related to the Company or to the Business that have been transported to, treated at, disposed of, deposited, or released on other real property have been transported, treated, disposed of, deposited, or released in compliance with applicable Environmental Laws. (d) The Company has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by the Company pertaining to Hazardous Substances in, on, underor under the real property burdened by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lease, toor concerning compliance, from or in by the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property Company or any portion thereofother Person for whose conduct it is or may be held responsible, with Environmental Laws. (ive) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement The representations and warranties in this Section 4.18 constitute the sole representations and warranties concerning the Company with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, environmental matters and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive compliance with Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaws.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, Tenant shall (i) there has been no Release not cause or threat permit any Hazardous Materials to be brought upon, kept or used in or about the Leased Premises by Tenant, its agents, employees, contractors, subtenants or invitees without the prior written consent of Release Landlord, which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Leased Premises. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Materials in, on, under, to, from on the Leased Premises caused or permitted by Tenant results in the area contamination of the Real Property, Leased Premises caused or permitted by Tenant except as disclosed results from acts of Landlord, its employees or agents, results in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion contamination of the Property Leased Premises, or if contamination of the Leased Premises by Hazardous Materials otherwise occurs due to a negligent or wilful act of Tenant and for which Tenant is being used legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Leased Premises, damages for the treatmentloss or restriction on use of rentable or usable space or of any amenity of the Leased Premises, storagedamages arising from any adverse impact on marketing of space, disposal and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or other handling after the lease term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision. Without limiting the foregoing, if the presence of any Hazardous Materials on the Leased Premises caused by Tenant, its officers, employees, contractors, agents, licensees or machinery containing subtenants, results in any contamination of the Leased Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises to the condition existing prior to the introduction of any such Hazardous Materials other than standard amounts to the Leased Premises; provided that Landlord's approval of cleaning supplies and chlorine for the swimming poolsuch actions shall first be obtained, all of which are stored approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on Leased Premises. The foregoing indemnity shall survive the expiration or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition earlier termination of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLease.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

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

Environmental. With respect a. LESSOR will be responsible for compliance with any and all environmental laws, including any regulations, guidelines, standards, and policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental mattersconditions or concerns as may now or at any time hereafter be in effect, that are in any way related to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area condition of the Real Property, except Leased Premises as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion same exist as of the Property Commencement Date of this Agreement. b. LESSEE will be responsible for compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, and policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are in any way related to the condition of the Leased Premises to the extent that such conditions or concerns are caused by specific activities of LESSEE in or upon the Leased Premises after the Commencement Date of this Agreement. c. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is being used for the treatment, storage, disposal in any way related to: (a) LESSEE's failure to comply with any environmental or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation Environmental Requirementsany regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect if such non-compliance results from conditions caused by LESSEE; and (iiib) no underground storage tanks are currently located on any environmental or industrial hygiene conditions arising out of or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect way related to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in Leased Premises or activities conducted thereon if such environmental conditions are caused by LESSEE during the possession Term of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqAgreement.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there The Company has complied with all Environmental Laws (as defined herein), the failure to comply with which could result in Damages (as defined herein) in excess of $25,000, and no action, suit, proceeding, hearing, charge, complaint, claim, demand, or notice, and no investigation has been no Release filed or threat of Release of Hazardous Materials in, on, under, to, from or in commenced against the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, Company alleging such failure. (ii) Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances (as defined herein) which are incurred by the Company in the ordinary course of business, the Company has no portion liability for Hazardous Substances (and has not handled, used, stored, recycled or disposed of the Property is being used any Hazardous Substance (as defined herein)), arranged for the treatmentdisposal of any Hazardous Substance, storage, disposal exposed any employee or other handling of individual to any Hazardous Materials Substance or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Propertycondition, or existing conditions within buildingsowned or operated any property or facility, structures or mechanical equipment serving such buildings or structures, in any manner that could reasonably be expected to form the basis for any present or future action, suit, proceeding, hearing, investigations, charge, complaint, claim or demand giving rise to any liability for Hazardous Substances, including, without limitation, liability under CERCLA or similar state statutes, which in each case could result in material liability Damages in excess of $25,000 for any reason under any Environmental Laws. (iii) Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances which are incurred by the Company in the ordinary course of business, all properties and equipment used in the Business are free of any amounts of Hazardous Substances, the use and disposal of which could result in Damages (as defined herein) in excess of $25,000. (iv) There are no in service or material costs out of service underground storage tanks located in or expenses on real property owned by the Company or, to remediate the moldextent the Company is responsible for such tanks or any environmental damage resulting therefrom, fungal or microbial growthreal property leased by the Company. (v) The Company has not received notice and has no knowledge of any reasonably likely claim under any Environmental Laws regarding the Business, or to remedy such conditions that could reasonably be expected to result in such growth, and any real property owned or leased by the Company. (vi) except as disclosed on Exhibit EAs used herein, there are no reports or other documentation the term Environmental Laws shall mean all federal, state and local laws, statutes, ordinances, rules, regulations, decrees, orders and settlements regarding the environmental condition protection of human health, safety and the environment and pollution, in effect as of the Real Property in date of this Agreement and applicable to the possession of Seller or Seller’s AffiliatesFacilities and the operations conducted thereon, consultantsincluding, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by but not limited to, the Resource Conservation and Recovery Act of 1976following statutes, as amended from time to time amended, and any regulations promulgated thereunder, as they existed on the date hereof: (“RCRA”)A) Clean Air Act, 42 USC (2S)7401 et sec.; ------- (B) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.)Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 USC (S)1251 et sec.; ------- (C) Resource Recovery and Conservation Act, 42 USC (S)6901 et sec.; ------- (D) Comprehensive Environmental Response, Compensation, and Liability Act, 42 USC (S)9601 et sec. as amended by the ------ Superfund Amendment Amendments and Reauthorization Act of 1986 and as otherwise amended from time to time (“"CERCLA”"); (3) “toxic substances” as defined by the Toxic Substances Control Act, as;

Environmental. With respect a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental mattersor industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials activity now conducted in, on, under, to, from or in any way related to the area of the Real Building or Property, except as disclosed unless such conditions or concerns are caused by the specific activities of LESSEE in the reports Premises. ▇. ▇▇▇▇▇▇ shall hold LESSEE harmless and documents set forth on Exhibit E attached hereto indemnify LESSEE from and incorporated herein by referenceassume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (iifor payment of penalties, sanctions, forfeitures, losses, costs, or damages) no portion of the Property and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is being used for the treatment, storage, disposal in any way related to: a) failure to comply with any environmental or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation Environmental Requirementsany regulations, (iiiguidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such non-compliance results from conditions caused by LESSEE; and b) no underground storage tanks are currently located on any environmental or industrial hygiene conditions arising out of or in any way related to the Real condition of the Building or Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. c. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any portion thereofaction, (iv) no environmental investigationnotice, administrative claim, order, notificationsummons, consent ordercitation, directive, litigation, claiminvestigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, judgment including without limitation any regulations, guidelines, standards, or settlement policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with respect regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, to the extent that such non-compliance results from conditions caused by LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or any portion thereof is pending or threatened, (v) there is not currently andactivities conducted thereon, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing extent that such environmental conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined caused by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLESSEE.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With 7.26.1. CAS has operated its business and maintained its assets (owned or leased) in compliance with all applicable environmental laws and regulations in all material respects, and no order has been issued, claim made or threatened in respect of any environmental matter. All environmental reports directed to environmental mattersor obtained by CAS relating to the CAS Business have been disclosed to the Purchaser. 7.26.2. CAS has obtained all licenses which are required under applicable Environmental Laws in connection with the conduct of the business or the CAS Assets. Each of such licenses is in full force and effect. CAS has conducted the business in compliance in all material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition, to Seller’s knowledge, except as set forth in SCHEDULE 7.26: (i) there No order has been issued, no Release Environmental Claim has been filed, no penalty has been assessed and no investigation or threat review is pending or, to the knowledge of Release of Hazardous Materials inCAS or Holding, on, under, to, from threatened by any Governmental or Regulatory Authority with respect to any alleged failure by CAS to have any license required under applicable Environmental Laws in connection with the area conduct of the Real Propertybusiness or with respect to any generation, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, recycling, transportation, discharge, disposal or other handling Release of any Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies Material in connection with the business, and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property knowledge of CAS and Holding there are no facts or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth circumstances in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that existence which could reasonably be expected to result in material liability form the basis for any such order, Environmental Claim, penalty or material costs investigation. (ii) CAS does not own, operate or expenses to remediate the moldlease a treatment, fungal storage or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed disposal facility on Exhibit E, there are no reports or other documentation regarding the environmental condition any of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined real property occupied by CAS requiring a permit under the Resource Conservation and Recovery Act of 1976Act, as amended from time to time amended, or under any other comparable state or local law; and, without limiting the foregoing, (“RCRA”a) no polychlorinated biphenyl is present, (b) no asbestos or asbestos-containing material is present, (c) there are no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and (d) no Hazardous Material has been Released in a quantity reportable under, or in violation of, any Environmental Law or otherwise Released, in the cases of clauses (a) through (d), at, on or under any such real property during any period that CAS owned, operated or leased such property. (2iii) “hazardous substances” as defined No Hazardous Material generated in connection with the operation of the business has been recycled, treated, stored, disposed of or Released by CAS at any location. (iv) No oral or written notification of a Release of a Hazardous Material in connection with the Comprehensive operation of the business has been filed by or on behalf of CAS, and no site or facility now or previously owned, operated or leased by CAS on any of the real property is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up. (v) No Liens have arisen under or pursuant to any Environmental ResponseLaw on any site or facility owned, Compensation operated or leased by CAS on any of the real property, and Liability Act no federal, state or local Governmental or Regulatory Authority action has been taken or, to the knowledge of 1980 CAS or Holding, is in process that could subject any such site or facility to such Liens, and CAS would not be required to place any notice or restriction relating to the presence of Hazardous Materials at any such site or facility in any deed to the real property on which such site or facility is located. (42 U.S.C. 9601 et seqvi) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, or that are in the possession of, CAS in relation to any site or facility now or previously owned, operated or leased by CAS on any of the real property which have not been delivered to the Purchaser prior to the execution of this Agreement.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Prior to the execution of this Agreement, the Company has provided to Parent and Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to the Real Property. (b) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to Seller’s knowledgethe best of the knowledge of the Company, (i) there has been are no Release conditions, facilities, procedures or threat of Release of Hazardous Materials in, on, under, to, from any other facts or in the area of the Real Property, except as disclosed in the reports and documents set forth circumstances that constitute Environmental Noncompliance on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, of the leaseholds existing under the Real Property Leases and (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (vii) there is not currently andconstructed, placed, deposited, stored, disposed of, nor located on any of the Real Property or any of the leaseholds existing under the Real Property Leases, any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards. (c) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to Seller’s the best of the Company's knowledge, never has been any moldno structure, fungal improvements, equipment, fixtures, activities or other microbial growth in or facilities located on the Real PropertyProperty or any of the leaseholds existing under the Real Property Leases uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on COMPANY'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or existing conditions within buildings, structures which otherwise contribute to Environmental Conditions arising in whole or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate part from the mold, fungal or microbial growthactivities of the Company, or to remedy the best of the knowledge of the Company arising from any other activities, except to the extent that such conditions that could reasonably be expected releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to result in such growth, and the Real Property or any of the leaseholds existing under the Real Property Leases. (vie) except Except as disclosed on Exhibit ECOMPANY'S DISCLOSURE SCHEDULE, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition management of Hazardous Materials, and no abandoned underground storage tanks at the Real Property in or any of the possession leaseholds existing under the Real Property Leases. (f) The Company is not subject to any Environmental Claims, and no Environmental Claims have been threatened against the Company nor, to the best of Seller or Seller’s Affiliatesthe knowledge of the Company, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive is there any basis for any such Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClaims.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to To Seller’s 's actual knowledge, (i) the Real Property does not contain, and there has been no Release is not located on or threat of Release of Hazardous Materials in, on, under, to, from or in the area of about the Real Property, any Hazardous Materials, except to the extent disclosed to Purchaser with respect to the Leasehold Estate and the ▇▇▇▇▇▇▇▇ Fee Land, except as disclosed in the environmental reports previously furnished by Seller to Purchaser, except for prepackaged cleaning materials, personal grooming items or other items which are sold for consumer use or typically used in the operation, maintenance and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion repair of the Real Property and except for oil and other petroleum products which are in proper and safe containers or are present in quantities less than an amount which would require reporting or cleanup obligations under Environmental Laws (the foregoing specific items being hereinafter referred to as the "Hazardous Materials Exception"). To Seller's actual knowledge, no part of the Real Property is being currently used by Seller for the treatmentuse, storage, treatment, production, manufacture, generation, transportation, release or disposal of Hazardous Materials, except to the extent included in the Hazardous Materials Exception. Seller has not received any written complaint, order, summons, citation, notice of violation, directive letter or other handling of communication from any governmental authority or other person with regard to air emissions, water discharges, noise emissions or Hazardous Materials Materials, or machinery containing Hazardous Materials any other than standard amounts of cleaning supplies and chlorine for the swimming poolenvironmental, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on health or in safety matters affecting the Real Property Property, or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement except with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Leasehold Estate and the ▇▇▇▇▇▇▇▇ Fee Land. To Seller’s 's actual knowledge, never there are no underground storage tanks located on the Real Property and Seller has been not removed, or caused to be removed, any mold, fungal or other microbial growth in or on underground storage tanks from the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected except to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as extent disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession Hazardous Materials Exception. For purposes hereof, "Environmental Law" shall mean any federal, state or local law, ordinance, regulation, code, order or decree (including consent decrees and administrative orders) in effect on the date of Seller this Agreement which regulates the use, generation, handling, storage, treatment, transportation, decontamination, clean-up, removal, encapsulation, enclosure, abatement or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “disposal of any Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Act, 42 U.S.C. 9601 Section 9601, et seq.), as amended by the Superfund Amendment Resource Conservation and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by Recovery Act, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Substance Contract Act, as15 U.S.C. Sections 1251, et seq., their state analogs, and any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of

Environmental. With respect to environmental matters, to SellerTo the best of the Landlord’s knowledge, (i) there has been no Release or threat Landlord represents for the benefit of Release of Hazardous Materials inTenant that the Premises does not now, on, under, to, from or in the area and as of the Real Propertydate of this Lease will not, except contain any material or substance classified as disclosed in the reports toxic or hazardous under applicable federal, state and documents set forth on Exhibit E attached hereto local laws, ordinances and incorporated herein by referencerequirements of governmental authorities with competent jurisdiction (collectively, (ii) no portion of the Property a "Hazardous Substance"). If a Hazardous Substance is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored discovered on the Property in strict accordance Premises to the extent the condition existed prior to or on the date of this Lease, then Landlord shall promptly give Tenant written notice of such condition and promptly cause such Hazardous Substance to be cleaned up and the Premises brought into compliance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirementsordinances and requirements of governmental authorities with competent jurisdiction. Landlord agrees to indemnify, defend and hold Tenant harmless against any Losses (iiias defined in Section 22) no underground storage tanks are currently located on incurred by Tenant arising out of any such toxic or hazardous condition. Tenant agrees that, except for so-called “universal wastes” and de minimis amounts of Hazardous Substances brought onto the Premises as necessary and customary for ordinary office use or to service Tenant’s equipment or vehicles or by Tenant’s agents or employees in the Real Property form of fluid for cigarette lighters and other personal items, and Hazardous Substances in the form of products for sale which are handled by Tenant in accordance with all legal requirements, it shall not bring Hazardous Substances onto the Premises nor allow Tenant’s employees or business invitees to bring Hazardous Substances onto the Premises. To the extent provided by law, Tenant agrees to indemnify Landlord against any portion thereof, Losses (ivas defined in Section 22) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or incurred by Landlord arising out of any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or Hazardous Substance created by Tenant on the Real PropertyPremises or out of any Hazardous Substances brought onto the Premises by Tenant, its agents, employees or existing conditions within buildingsinvitees. For purposes of this Agreement, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous MaterialsSubstances” means (1) “shall mean and refer to any and all hazardous, extremely hazardous wastes” or toxic substances or wastes or constituents, as those terms are defined by the Resource Conservation and Recovery Act of 1976any environmental laws, as amended from time to time (“RCRA”)rules, (2) “hazardous substances” as defined by the Comprehensive Environmental Responseregulations, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqorders or ordinances.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters(a) Landlord represents and warrants that, to Sellerthe best of Landlord’s knowledge, the Property is free of hazardous substances as of the date of this Agreement, and, to the best of Landlord’s knowledge, the Property has never been subject to any contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation. Landlord and Tenant agree that each will be responsible for compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene condition or other matters as may now or at any time hereafter be in effect, that are now or were related to that party’s activity conducted in, or on the Property. Tenant represents and warrants that it will not store, use or release hazardous substances on the Property. (b) Landlord and Tenant agree to hold harmless and indemnify the other from, and to assume all duties, responsibilities, and liabilities at the sole cost and expense of the indemnifying party for, payment of penalties, sanctions, forfeitures, losses, costs, or damages, and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is related to (i) there has been no Release the indemnifying party’s failure to comply with any environmental or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation Environmental Requirementsany regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or matters as may now or hereafter be in effect, or (iiiii) any environmental or industrial hygiene conditions that arise out of or are in any way related to the condition of the Property and activities conducted by the party thereon, unless the environmental conditions are caused by the other party. Landlord acknowledges and agrees that Tenant shall have no underground storage tanks are currently liability for any hazardous substances located on the Premises or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal environmental or other microbial growth conditions on or affecting the Property as of the date of this Agreement. (c) The indemnifications of this Paragraph 13 Environmental specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remediation, removal or restoration work required by any governmental authority. The provisions of this Paragraph 13 Environmental will survive the expiration or termination of this Agreement. 8/2/2013 6 2037831.2 (d) In the event Tenant becomes aware of any hazardous materials on the Real Property, or existing conditions within buildingsany environmental or industrial hygiene condition or matter relating to the Property that, structures or mechanical equipment serving such buildings or structuresin Tenant’s sole determination, that could reasonably be expected to result in material liability or material costs or expenses to remediate renders the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Premises or Property unsuitable for Tenant’s use, or if Tenant believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of government action, intervention or third-party liability, Tenant will have the right, in addition to any other rights it may have at law or in equity, to terminate the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time Agreement upon notice to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLandlord.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

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

Environmental. With respect to environmental matters, to Seller’s knowledge, (ia) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or Each Transferred Company is in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance *** compliance with applicable Environmental Requirements Law, including obtaining and do not exceed limits permitted maintaining possession of, and complying with the terms and conditions (including mitigation requirements) of all *** Governmental Approvals required to be held by, or issued to, any Transferred Company under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks Law for the current operation of such Transferred Company's Business. All such Governmental Approvals are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement current and valid *** with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on Business of the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, Transferred Companies. There are no *** facts that could reasonably would *** be expected to result in material liability the (i) revocation, termination, adverse modification or material costs non-renewal of any Governmental Approval or expenses (ii) failure of the Transferred Company to remediate be in compliance with applicable Environmental Law***. (b) No Transferred Company is subject to any pending Actions or*** any Actions threatened *** pursuant to any applicable Environmental Law, and no Transferred Company has received any other written notices of Liability or violation from any Person under any applicable Environmental Law relating to such Transferred Company's Business or the moldLeased Real Property. (c) There are no writs, fungal injunctions, decrees, orders or microbial growthjudgments to which any Transferred Company is a party that are outstanding relating to the compliance of such Transferred Company with, or the Liability of such Transferred Company under, any Environmental Laws. (d) No Hazardous Materials have been Released into the environment at any Leased Real Property***. (e) No Transferred Company is a party to remedy such conditions that could reasonably any contract pursuant to which it is obligated to indemnify any other Person with respect to, or be expected responsible for, any pending or unresolved Liability pursuant to result in such growth, and any Environmental Law. (vif) except as disclosed on Exhibit E, there are no reports or other documentation regarding The Company has made available to the environmental condition of the Real Property Buyer in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined data room established by the Resource Conservation Company for the transactions contemplated by this Agreement all written environmental reports, assessments and Recovery Act audits (except for supplementary materials in support of 1976such reports, as amended from time assessments and audits) that are in any Transferred Company's possession, custody or control concerning material issues of noncompliance or Liability (including reports which state a need to time (“RCRA”), (2take material corrective actions) “hazardous substances” as defined by the Comprehensive under applicable Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaw regarding any Transferred Company or any Leased Real Property.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect The Tenant will conduct its business and operation on the leased premises in compliance with all applicable environmental laws and permits. No fuel storage (other than in aircraft fuel tanks of operational aircraft) is permitted on the leased premises. Flammable materials shall be stored in National Fire Code fireproof containers and not to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in exceed 5 gallons. The Tenant will forthwith notify the area Landlord of the Real Propertyoccurrence of any of the following and will provide the Landlord with copies of all relevant documentation in connection therewith: (a) a release of a hazardous substance on or about the leased premises except in strict compliance with applicable environmental laws and permits; (b) the receipt by the Tenant of an Environmental Notice; or (c) the receipt by the Tenant of information which indicates that hazardous substances are being used, dissipated, stored, disposed of or introduced into the environmental by anyone in or about the leased premises in a manner other than that authorized under environmental laws. Tenant will not permit the storage, use, treatment, disposal, or introduction into the environment of hazardous substances in or about the leased premises, except in compliance with applicable environmental laws. If the Landlord receives information that hazardous substances are being dissipated, used, stored, disposed of or introduced into the environment by anyone in or about the leased premises in a manner other than that authorized under environmental laws, the Tenant will conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as disclosed are reasonably requested from time to time by the Landlord to determine the existence of hazardous substances in or about the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion leased premises or traceable to the leased premises. If the Tenant does not complete the Investigations to the satisfaction of the Property is being used for Landlord, the treatmentLandlord may enter the leased premises and take any actions necessary to complete the Investigations, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all cost of which are stored on actions will be borne by the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located Tenant as additional rent. If remedial work is required due to the presence of hazardous substances on or in the Real Property leased premises , the Tenant will take all necessary action, at the cost of the Tenant, to restore the leased premises to a level acceptable to the Landlord and to all governmental authorities having jurisdiction. Upon the request of the Landlord, from time to time, the Tenant will provide to the Landlord satisfactory documentary evidence that all environmental permits are valid and in good standing. Environmental Indemnity. The Tenant will indemnify and hold harmless Landlord, its officers, directors, employees, agents and shareholders, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or any portion thereofdenying the same, (iv) no environmental and all costs of investigation, administrative ordermonitoring, notificationremedial response, consent orderremoval, litigationrestoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Landlord, claimits officers, judgment directors, employees, agents and shareholders, arising, directly or settlement indirectly, out of: (a) a breach by the Tenant of any of the covenants contained in Section 12 of this lease; (b) the presence of or release of any hazardous substance on or off-site of the leased premises; (c) any action taken by the Landlord with respect to the Property existence of any hazardous substance on or off-site of the leased premises; or (d) any action taken by the Landlord in compliance with any environmental notice with respect to the existence of any hazardous substance on or off-site of the leased premises; and such indemnity will survive the expiration or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition termination of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used this lease notwithstanding anything in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by lease to the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqcontrary.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental mattersDuring the entire term of this Lease, to Seller’s knowledgeincluding any period of time Tenant occupies any part of the Leased Premises, (i) there has been no Release Tenant shall fully and strictly comply with all federal, state and local laws, ordinances, rules and regulations now or threat of Release of Hazardous Materials inat any time hereafter in effect which regulate, on, under, relate to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material impose liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy standards of conduct concerning any Hazardous Substances (as such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”term is hereafter defined), (2) “hazardous substances” as defined by including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and any so-called federal, state or local “Superfund” or “Superlien” laws (42 U.S.C. 9601 et seq.collectively, the “Environmental Laws”), as amended and which directly or indirectly affect Tenant’s business and Tenant’s use of the Leased Premises, and Tenant shall not permit the Leased Premises to be used to store or otherwise handle Hazardous Substances except where stored in sealed containers and in quantities normally associated with Tenant’s business conducted on the Leased Premises or for office maintenance and cleaning and, in those instances, the Hazardous Substances shall be handled or stored in compliance with all Environmental Laws. Tenant acknowledges that its compliance shall include, by way of illustration and not by way of limitation, the Superfund Amendment completion and Reauthorization Act timely filing of 1986 all reports and as otherwise amended statements required pursuant to any Environmental Laws and the payment of all charges, fees and costs that may be assessed or imposed from time to time in connection therewith; and the timely disclosure to Landlord upon request of any information requested by Landlord when and as required pursuant to the Environmental Laws, as the same may be amended or replaced from time to time, in order to permit Landlord or others to make full and complete disclosures or filings as required pursuant to such laws. Should a release of any Hazardous Substances onto or from the Leased Premises or land occur as a result of any intentional or unintentional act or omission on the part of Tenant or any other person, Tenant shall immediately notify Landlord thereof and, if such release is due to any act or omission of Tenant or of any of Tenant’s employees, agents, invitees, licenses, subtenants or assignees, as soon as possible thereafter Tenant shall conduct and complete or cause to he conducted or completed any and all remedial work reasonably required to clean up and remove all such Hazardous Substances in accordance with and to the extent required by all applicable Environmental Laws and any orders or directives of any federal, state or local governmental authorities charged with responsibility or authority pursuant to such Environmental Laws. Tenant shall hold Landlord, its officers, directors, partners, agents and employees (“CERCLA”)as the case may be) harmless from and indemnified against all claims, penalties, fines, liabilities, settlements, damages and costs (including, but not limited to, reasonable attorney’s and other consultant’s fees, investigation or laboratory fees, court costs and litigation expenses) arising out of or as a result of (a) the presence, disposal, release or threatened release of any Hazardous Substances on, over, under, from or affecting the Leased Premises or land caused or permitted by, attributed or related to or otherwise arising out of the use and occupancy of the Leased Premises by Tenant or by anyone acting by, through or under Tenant, including without limitation, any of Tenant’s employees, agents, invitees, licensees, subtenants or assignees; (3b) “toxic substances” any personal injury (including wrongful death) or property damage (real or personal) arising out of or relating to any such presence, disposal, release or threatened release of any Hazardous Substances; (c) any violation of or failure to comply with any Environmental Laws or any orders, requirements or demands of any governmental authorities which are based upon or in any way related to any such presence, disposal, release or threatened release of any Hazardous Substances; or (d) Tenant’s failure to comply with any of the requirements of this Section of the Lease. Lease Agreement Landlord shall hold Tenant, its officers, directors, partners, agents and employees (as defined the case may be) harmless from and indemnified against all claims, penalties, fines, liabilities, settlements, damages and costs (including, but not limited to, reasonable attorneys and other consultants fees, investigation or laboratory fees, court costs and litigation expenses) arising out of, or as a result of (a) the presence, disposal, release or threatened release of any Hazardous Substances on, over, under, from or affecting the Leased Premises or land caused or permitted by, attributed or related to or otherwise arising out of the prior use and occupancy of the Leased Premises by Landlord, or by anyone acting by, through or under Landlord (except Tenant), including without limitation, any of Landlord’s employees, agents, invitees, licensees, subtenants or assignees; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or relating to any such presence, disposal, release or threatened release of any Hazardous Substances; (c) any violation of or failure to comply with any Environmental Laws or any orders, requirements or demands of any governmental authorities which are based upon or in any way related to any such presence, disposal, release or threatened release of any Hazardous Substances: or (d) Landlord’s failure to comply with any of the Toxic Substances Control Act, asrequirements of this Section of the Lease.

Environmental. With respect Without limiting in any way the representations and warranties contained elsewhere in this Agreement, Seller hereby represents and warrants to environmental matters, to Seller’s knowledge, Purchaser as follows: (i) there The Environmental Questionnaire related to the Properties delivered by or on behalf of Seller to Purchaser is true, correct and complete in all respects, and no adverse change has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement occurred with respect to the Property information provided in the Environmental Questionnaire since the date the Environmental Questionnaire was prepared or any portion thereof is pending delivered to Purchaser. (ii) No Hazardous Materials or threatenedRegulated Substances, (v) there is not currently except in Permitted Amounts, exist on, under or about the Properties or have been transported to or from the Properties or used, generated, manufactured, stored or disposed of on, under or about the Properties by Seller and, to Seller’s actual knowledge, never by any other Person. Seller has received no notice (written or oral) that the Properties are in violation of any Hazardous Materials Laws relating to industrial hygiene or the environmental conditions on, under or about the Properties, including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Properties. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that de minimus amounts of materials required for the normal maintenance and operating of the Properties for medical education/office use are used, stored and disposed of on the Properties in accordance with all applicable Hazardous Materials Laws. (iii) To the best of Seller’s knowledge, there is no past or present non-compliance with Hazardous Materials Laws, or with permits issued pursuant thereto, in connection with the Properties; all uses and operations on or of the Properties, by Seller have been in compliance with all Hazardous Materials Laws and environmental permits issued pursuant thereto; all USTs, if any, located on or about the Properties are in full compliance with all Hazardous Materials Laws, and as of the date hereof, Seller is in compliance with the requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (as such term is defined under the UST Regulations) located at the Properties. The Properties have been kept free and clear of all Environmental Liens and Seller has not expressly allowed any mold, fungal tenant or other microbial growth user of the Properties (including without limitation, Lessee) to do any act that increased the dangers to human health or the environment, posed an unreasonable risk of harm to any Person (whether on or off the Properties), impaired the value of the Properties in any material respect, is contrary to any requirement of any insurer, constituted a public or on the Real Propertyprivate nuisance, constituted waste, or existing conditions within buildingsviolated any covenant, structures condition, agreement or mechanical equipment serving such buildings easement applicable to the Properties. (iv) No Seller Entity has received any written or structuresoral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Materials, that could reasonably be expected to result in material liability Regulated Substances or material costs or expenses to remediate the mold, fungal or microbial growthUSTs, or remediation thereof, of possible liability of any Person (including without limitation, Lessee) pursuant to remedy such any Hazardous Materials Law, other environmental conditions that could reasonably be expected to result in such growthconnection with the Properties, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition any actual or potential administrative or judicial proceedings in connection with any of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqforegoing.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters(a) Each of MTC and its Subsidiaries has obtained, and is in material compliance with, all Environmental Permits required in connection with its operations and the Leased Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental Permit, is set forth in the Seller Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and all renewal applications for such Environmental Permits have been timely filed with the appropriate Governmental Authority. None of such Environmental Permits will be terminated, revoked, withdrawn, cancelled, suspended or modified or become terminable, revocable, withdrawable, suspendable or modifiable as a result of the Acquisition. Each of MTC and its Subsidiaries is currently in material compliance with all Environmental Laws. None of MTC or any of its Subsidiaries has received written notice alleging that MTC or any of its Subsidiaries is not in material compliance with Environmental Laws. (b) There are no past, pending or, to Seller’s knowledgethe Knowledge of Sellers, threatened Environmental Actions against or affecting MTC or any of its Subsidiaries, and to the Knowledge of Sellers, there are no facts or circumstances which would reasonably be expected to form the basis for any Environmental Action against MTC or any such Subsidiary. (ic) there Neither MTC nor any of its Subsidiaries has entered into or agreed to any Order, and neither MTC nor any of its Subsidiaries is subject to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law. (d) There has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling Release by MTC or any of its Subsidiaries of any Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming poolSubstance at, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsfrom, including without limitation Environmental Requirementsinto, (iii) no underground storage tanks are currently located on or in the under any Leased Real Property or any portion thereofother property currently or formerly owned, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment operated or settlement with respect to the Property leased by MTC or any portion thereof is pending of its Subsidiaries. To the Knowledge of Sellers, no Hazardous Substances are present in, on, about or threatened, (v) there is not currently and, migrating to Seller’s knowledge, never has been or from any mold, fungal or other microbial growth in or on the Leased Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, Property that could reasonably be expected to result in material liability give rise to an Environmental Action against MTC or material costs any of its Subsidiaries. (e) Neither MTC nor any of its Subsidiaries has received a CERCLA 104(e) information request nor has MTC or expenses to remediate the mold, fungal any of its Subsidiaries been named a potentially responsible party for any National Priorities List site under CERCLA or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or any other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, assite under analogous state

Environmental. With The Real Property, including the land, surface water, ground water, and any improvements, is free of “contamination” from (i) any “hazardous waste,” any “hazardous substance,” and any “oil, petroleum products, and their by- products,” as such terms are defined by any federal, state, county, or local law, ordinance, regulation, or requirement applicable to any portion of the Real Property, as the same may be amended from time to time, and including any regulations promulgated thereunder, and (ii) any substance the presence of which on the Real Property is regulated or prohibited by any law (collectively, “Hazardous Substances”). “Contamination” means the presence of Hazardous Substances at the Real Property or arising from the Real Property that may require remediation or cleanup under any applicable law. Seller has not used any Hazardous Substances on, from or affecting the Real Property in any manner that violates any applicable law, and to Seller’s knowledge, no prior owner or user of the Real Property has used such substances on, from, or affecting the Real Property in any manner that violates any applicable law. Except as set forth on Schedule 1, there are not now, nor, during the past two (2) years, have there been on or in the Real Property underground storage tanks or surface impoundments, asbestos-containing materials, or any material spills of polychlorinated biphenyls, including those used in hydraulic oils, electric transformers, or other equipment. Without limiting in any respect to environmental mattersthe generality of the foregoing, to Seller’s knowledge, (i) there has been are no Release actual or threat of Release of Hazardous Materials in, on, under, to, from or in the area alleged environmental issues applicable to any portion of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to . To Seller’s knowledge, never the copies of any environmental report that may have been delivered by Seller to Buyer, are materially complete and accurate copies of the same and Seller has been any moldno other environmental reports, fungal or other microbial growth in or on the Real Propertytests, or existing conditions within buildingsaudits in Seller’s possession or under its control, structures or mechanical equipment serving such buildings or structuresand Seller has no knowledge of any other environmental reports, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growthtests, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation audits regarding the environmental condition any portion of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqexisting elsewhere.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledgeknowledge and except as otherwise disclosed in the environmental reports and documents identified in Exhibit E, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s actual knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, asSuperfund

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

Environmental. With Except as disclosed on SCHEDULE 4.16: ------------ ------------- (a) Neither of Sellers nor any MNH Entity has received notice that it is the subject of any "Superfund" evaluation or investigation, or that it is the subject of any investigation or proceeding of any Governmental Authority evaluating whether any remedial action is necessary to respond to any release of Hazardous Substances on or in connection with any of the Owned Property or Leased Property. (b) Each MNH Entity is in compliance in all material respects with all Legal Requirements with respect to environmental matterspollution or protection of the environment, including Legal Requirements relating to Seller’s knowledgeactual or threatened emissions, (i) there has been no Release discharges or threat of Release releases of Hazardous Materials inSubstances into ambient air, onsurface water, underground water, toland or otherwise relating to the manufacture, from or in the area of the Real Propertyprocessing, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencedistribution, (ii) no portion of the Property is being used for the use, treatment, storage, disposal disposal, transport or other handling of Hazardous Materials Substances, insofar as they relate to any of the Owned Property or machinery containing Leased Property. Neither of Sellers nor any MNH Entity has received notice of, and Sellers have no knowledge of, any circumstances relating to, any past, present or future events, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Materials other than standard amounts Substances from or on any of cleaning supplies and chlorine for the swimming poolOwned Property or the Leased Property), all of which are stored on reasonably likely to give rise to any material liability, based upon or related to the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsprocessing, including without limitation Environmental Requirementsdistribution, (iii) no underground storage tanks are currently located on use, treatment, storage, disposal, transport or in handling, or the Real emission, discharge, release or threatened release into the environment, of any Hazardous Substance from or attributable to any of the Owned Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Leased Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except Landlord and Tenant agree as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement follows with respect to the Property existence or use of hazardous materials and toxic substances on or about the Premises. (a) Tenant shall not cause or permit any portion thereof is pending hazardous materials or threatenedtoxic substances to be brought upon, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal kept or other microbial growth used in or on about the Real PropertyPremises by Tenant, or existing conditions within buildingsits agents, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultantsemployees, contractors or agentsinvitees, without the prior written consent of Landlord. Landlord shall not unreasonably withhold such consent as long as Tenant demonstrates to landlord's reasonable satisfaction that such hazardous materials or toxic substances are necessary or useful to Tenant's business and will be used, kept, stored, and disposed of in a manner that complies with all laws relating to any such hazardous materials or toxic substances so brought upon or used or kept in or bout the Premises. If Tenant breaches the obligations stated in the preceding sentences and such breach results in contamination of the Premises, or if the presence of hazardous materials or toxic substances on the Premises caused or permitted by Tenant results in contamination of the Premises, or if contamination of the Premises by hazardous materials or toxic substances otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, the Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises, damages arising, from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, actual and reasonable attorneys' fees, consultant fees and expert fees) which arise during or after the Term of this Lease as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions, including regular inspections, or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of the hazardous materials or toxic substances present in the soil or ground water on or under the Building, the Parking Area or the land upon which they are located (herein referred to together as the "Property"). This indemnity and hold harmless obligation of Tenant shall survive any termination of this Lease. Without limiting the foregoing, if the presence of any hazardous materials or toxic substances on the Premises caused or permitted by Tenant results in any contamination of the Premise or Property, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises or Property to the condition existing prior to the introduction of any such hazardous materials or toxic substances to the Premises; provided that, Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions, in Landlord's sole and absolute discretion would no potentially have any material adverse long-term or short-term effect on the Premises or Property. (b) If Tenant uses, keeps, or stores hazardous materials or toxic substances on the Premises (other than relatively small amounts of the foregoing that are routinely and customarily used for office and cleaning purposes in compliance with applicable statutes and laws), Landlord shall have the right, at any time, to cause testing well▇ ▇▇ be installed on or about the Property, and may at its option cause the ground water to be tested to detect the presence of hazardous materials or toxic substances at least once every twelve (12) months during the term of this Lease by the use of such tests as are then customarily used for such purposes. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. If any suck test disclose improper use, storage or disposal of hazardous materials or toxic substances on the Premises by Tenant, the cost of such tests and of the maintenance, repair and replacement of such well▇ ▇▇▇ll be fully paid for by Tenant within ten (10) days after receiving a statement of charges from Landlord. (c) If Tenant uses, keeps or stores hazardous materials or toxic substances on the Premises (other than relatively small amounts of the foregoing that are routinely and customarily used for office and cleaning purposes in compliance with applicable statutes and laws), Landlord and Landlord's agents shall have the right to inspect the Premises at all reasonable times and upon reasonable written or oral notice for the purposes of ascertaining Tenant's compliance with this Article 30. If any such inspections disclose improper use, storage or disposal of hazardous materials or toxic substances on the Premises by Tenant, the cost of such inspections shall be reimbursed to Landlord by Tenant. In the event of a spill of mishandling of hazardous materials or toxic substances, Tenant shall immediately inform Landlord verbally and in writing. Such notice shall identify the hazardous materials or toxic substances involved and the emergency procedures taken. (d) Landlord may, in its sole and absolute discretion, withhold its consent to any proposed assignment of sublease if I) the proposed assignee's or sublessee's anticipated use of the Premises involves the generation, storage, use, treatment or disposal of hazardous materials or toxic substances substantially different by type or amount from the materials and substances used by Tenant and the Premises or the Property is at a greater risk as a consequence ii) the proposed assignee or subtenant has been required by any prior any prior landlord, lender or governmental authority to take remedial action in connection with hazardous materials or toxic substances contaminating a property if the contamination results from such assignee's or sublessee's actions or use of the property in question; or ii) the proposed assignee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of any hazardous materials or toxic substance. (e) As used in this Contract: “Hazardous Materials” means herein, the terms "hazardous materials and/or toxic substances" mean i) any hazardous or toxic substance, material or waste which is or become regulated by any local, state or federal governments or special districts, ii) defined as "hazardous substance" pursuant to Section 1311 or the Federal Water Pollution Control Act (133 U.S.C. Section 1316), iii) “defined as a "hazardous wastes” as defined by waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act of 1976Act, as amended from time to time 42 U.S.C. Section 6901 et seq. (“RCRA”42 U.S.C. Section 6903), (2or iv) “defined as a "hazardous substances” as defined by substance" pursuant to section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. 9601 et seqSection 9601). References herein to specific statutes or laws shall also be references to any applicable statutes or laws.) (f) If Tenant presently uses in its business materials which are hazardous materials or toxic substances as defined in this Article 30, as amended Tenant shall upon the execution of the Lease deliver to Landlord i) a list of all such hazardous materials and toxic substances, ii) a plan for use, handling, storage and disposal of hazardous materials and toxic substances, iii) the name, address, telephone number and qualifications of a licensed company that will handle emergency clean-up for Tenant, iv) a written contingency plan for any emergency involving said hazardous materials and toxic substances. During the term of this Lease, Tenant shall deliver to Landlord all reports required by any and all regulatory agencies governing the Superfund Amendment use, handling, storage and Reauthorization Act disposal of 1986 hazardous materials or toxic substances. (g) Landlord agrees that Tenant may use the enumerated hazardous materials and as otherwise amended toxic substances, subject to the terms of this Lease and in full and complete compliance with any and all applicable laws, statutes, ordinances, rules and regulations which may, from time to time time, be enacted or promulgated. Tenant shall immediately notify Landlord of any other materials which may be hazardous or toxic, and shall obtain Landlord's written consent prior to such use or storage. (“CERCLA”); h) Any material increase in the premiums for necessary insurance on the Premises which arises from Tenant's use and/or storage of these materials shall be solely at Tenant's expense. Tenant shall procure and maintain at its sole expense such additional insurance as may be necessary in connection with its use, storage or disposal or hazardous materials or toxic substances to comply with any requirement of any federal, state or local governmental agency or special district with jurisdiction. (3i) “It is the intent of the parties hereto that the provisions of this Article 30 regarding the use and handling or hazardous materials and toxic substances shall also apply to tenant's storage upon the Premises of any substances” as defined by the Toxic Substances Control Act, asincluding, but not limited to, gasoline and diesel fuels in, above or below ground storage tanks.

Environmental. With respect to environmental mattersDuring the period of Borrower's ownership of the Property, to Seller’s knowledgethe Property has not been used for industrial or manufacturing purposes, for landfill, dumping or other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling or disposal of any Hazardous Material (i) there has been no Release or threat except for any such Hazardous Material of Release a type and only in a quantity used in the normal course of Hazardous Materials in, on, under, to, from the business of Borrower or in the area normal course of household use by any tenant under an Approved Lease, which Hazardous Material is being held, stored, and used in strict compliance with Environmental Requirements), for underground or aboveground storage tanks, or for any other use that could give rise to the Real release of any Hazardous Material on the Property; to the best of Borrower's knowledge, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion such use of the Property is being (except for any such Hazardous Material of a type and only in a quantity used for in the treatment, storage, disposal or other handling normal course of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts the business of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on Borrower or in the Real Property normal course of household use by any tenant under an Approved Lease, which Hazardous Material is being held, stored, and used in strict compliance with Environmental Requirements) occurred at any time prior to the period of Borrower's ownership of the Property; and to the best of Borrower's knowledge, no such use (except for any such Hazardous Material of a type and only in a quantity used in the normal course of the business of Borrower or in the normal course of household use by any portion thereoftenant under an Approved Lease, which Hazardous Material is being held, stored, and used in strict compliance with Environmental Requirements) on any adjacent property occurred at any time prior to the date hereof. To the best of Borrower's knowledge, there is no Hazardous Material (ivexcept for any such Hazardous Material of a type and only in a quantity used in the normal course of the business of Borrower or in the normal course of household use by any tenant under an Approved Lease, which Hazardous Material is being held, stored, and used in strict compliance with Environmental Requirements), storage tank (or similar vessel) whether underground or otherwise, sump or well currently on the Property; and, Borrower has received no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to notice and has no knowledge of any Environmental Claim regarding the Property or any portion thereof adjacent property. The use of the Property which Borrower makes and intends to make (and which each tenant and subtenant, if any, is pending allowed to make under an Approved Lease) complies and will comply with all applicable Environmental Requirements; and neither Borrower, nor to Borrower's knowledge, any tenant or threatenedsubtenant, (v) there has obtained or is required to obtain any permit or other authorization to construct, occupy, operate, use or conduct any activity on any of the Property by reason of any Environmental Requirement. The Property does not currently andappear on the National Priorities List or, to Seller’s Borrower's best knowledge, any other list or database of properties maintained by any local, state or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material. Borrower has never has applied for and been any mold, fungal or other microbial growth in or on denied environmental impairment liability insurance coverage relating to the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With (a) Except as would not have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, order, request for information, complaint or penalty has been received in the past two years by any Seller or any of its Affiliates with respect to environmental mattersthe compliance of the Purchased Business or the Purchased Assets with any Environmental Laws or liability under any Environmental Laws, and there are no Actions pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or by operation of Law, the Purchased Business of or under any Environmental Law; and (ii) the Purchased Business is and, for the prior two years, has been in compliance with all applicable Environmental Laws. (b) No Seller or any of its Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials in quantities and concentrations requiring immediate notification of governmental entities pursuant to Environmental Law on or beneath the Purchased Assets, or from the Purchased Assets into the environment, except for such quantities of Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the ordinary course of business, in material compliance with Environmental Laws and so as would not reasonably be expected to require any material remediation or investigation pursuant to Environmental Law. (c) Without in any way limiting the generality of the foregoing, to the Knowledge of such Seller’s knowledge, (i) there has been no Release or threat other than as may contain substances in quantities not regulated by Environmental Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of Release of Hazardous Materials insuch tanks, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth located on Exhibit E attached hereto and incorporated herein by referenceany Purchased Asset are specifically identified on Schedule 3.08(c), (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming poolas contained substances in quantities not regulated by Environmental Law, all of which are stored on former underground storage tanks have been removed from or closed in place at the Property Purchased Assets in strict accordance compliance with applicable Environmental Requirements Law and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirementsare listed on Schedule 3.08(c), (iii) no underground storage tanks all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are currently located identified on or in the Real Property or any portion thereof, Schedule 3.08(c) and (iv) there are no environmental investigationunderground injection w▇▇▇▇, administrative orderradioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed, notificationother than as have been used in the ordinary course of business, consent orderin compliance in all material respects with all Environmental Laws, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is and as would not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in require any material liability remediation or material costs or expenses investigation pursuant to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLaw.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect Vendor shall fully comply with all applicable federal, state and local laws, rules and regulations, and all orders, judgments, notices or permits issued, promulgated and entered pursuant thereto, relating to environmental matterspollution or protection of the environment (including ambient air, to Seller’s knowledgesurface water, groundwater, land surface, or subsurface strata), including: (i) there has been no Release laws relating to emissions, discharges, releases or threat threatened releases of Release of Hazardous Materials inpollutants, oncontaminants, underchemicals, toindustrial materials, from wastes, or in other substances into the area of the Real Propertyenvironment, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of laws relating to the Property is being used for the identification, generation, manufacture, processing, distribution, use, collection, treatment, storage, disposal disposal, recovery, transport, or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming poolpollutants, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawscontaminants, including without limitation Environmental Requirementschemicals, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereofindustrial materials, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal wastes or other microbial growth in or on substances (the Real Property“Environmental Laws”). By way of example only, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by Environmental Laws include the Resource Recovery and Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.)1980, as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by , the Toxic Substances Control Act, asas amended, the Hazardous Materials Transportation Act, as amended, the Safe Drinking Water Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, the Occupational Safety and Health Act, as amended, and all analogous laws promulgated or issued by any state, local, or other governmental authority. If Vendor provides HVAC or Refrigeration Services, Vendor shall comply fully comply with the HVAC and Refrigeration Regulatory Compliance obligations set forth on EXHIBIT G. i. For purposes of this Agreement, hazardous wastes, special wastes or other types of wastes shall be as defined under the Environmental Laws. ii. Vendor acknowledges that different types of Materials have different treatment, handling, or processing requirements and that those differ from state to state and locality to locality. Vendor hereby agrees to comply with the legal requirements and standards of its industry, including strict compliance with all federal, state and local applicable laws, rules and regulations, and Environmental Laws in connection with the Services. At such other times as ███████ may reasonably request, an authorized officer of Vendor shall certify to ███████ that Vendor has complied with this Section.

Environmental. With respect Except as set forth in Section 7.17 of the Gannet Newspapers Disclosure Schedule: (a) The Gannett Assets and the Gannett Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which MWSB or Sun has received in the past three years alleging any violation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to environmental mattersthe Gannett Assets and/or the Gannett Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. MWSB and/or Sun possesses all Environmental Permits which are required for the operation of the Gannett Newspapers as currently conducted, and are in compliance with the provisions of all such Environmental Permits. (b) There has not been any storage, treatment, generation, transportation or Release of any Hazardous Materials by MWSB or Sun at or from the Gannett Real Estate or, to Seller’s knowledgethe knowledge of MWSB or Sun at any Facility to which MWSB or Sun sent Hazardous Materials relating to the Gannett Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the incurrence of any damages under, any applicable Environmental Laws. (ic) there All Containers which have been heretofore removed from the Gannett Real Estate or such other real property were removed and disposed of in compliance with all applicable Environmental Laws. (d) No Lien or deed notice or restriction has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable recorded under any Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement Law with respect to any property or facility owned, operated, leased, managed, controlled or used by MWSB or Sun with respect to any of the Property Gannett Newspapers. (e) No Gannett Real Estate or Facility relating to any portion thereof of the Gannett Newspapers which is pending to be owned or threatened, (v) there used by the Partnership is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in listed on the National Priorities List or on the Real PropertyComprehensive Environmental Response, or existing conditions within buildingsCompensation and Liability Information System list, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq."CERCLA"), as amended or on any state or local list of sites requiring removal, remedial response or corrective action pursuant to any environmental law. (f) Without in any way limiting the generality of the foregoing: (i) there is no friable asbestos contained in or forming part of any building, building component, structure, office space or equipment owned, operated, leased, managed or controlled by MWSB or Sun with respect to any of the Superfund Amendment and Reauthorization Act Gannett Newspapers or located on the Gannett Real Estate; (ii) no polychlorinated biphenyls are used or stored on the Gannett Estate; and, (iii) there are no locations included within the Gannett Real Estate at which any Hazardous Material generated, used, owned or controlled by MWSB or Sun or its agents or affiliates have been disposed of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by or Released into the Toxic Substances Control Act, asEnvironment.

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or The Tenant will conduct its business and operation in the area Premises in compliance with all Environmental Laws and Permits. The Tenant will forthwith notify the Landlord of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion occurrence of any of the Property is following and will provide the Landlord with copies of all relevant documentation in connection therewith: (a) a release of a Hazardous Substance in or about the Premises and/or Lands except in strict compliance with Environmental Laws and any applicable Permits; (b) the receipt by the Tenant of an Environmental Notice; or (c) the receipt by the Tenant of information which indicates that Hazardous Substances are being used for used, dissipated, stored, disposed of or introduced into the environmental by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws. Tenant will not permit the storage, use, treatment, storage, disposal or other handling introduction into the environment of Hazardous Materials Substances in or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for about the swimming poolPremises and/or Lands, all of which are stored on the Property except in strict accordance compliance with applicable Environmental Requirements Laws. If the Landlord receives information that Hazardous Substances are being dissipated, used, stored, disposed of or introduced into the environment by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws, the Tenant will conduct such investigations, searches, testing, drilling and do sampling (“Investigations”) as are reasonably requested from time to time by the Landlord to determine the existence of Hazardous Substances in or about the Premises and/or Lands. If the Tenant does not exceed limits permitted under applicable lawscomplete the Investigations to the satisfaction of the Landlord, including without limitation Environmental Requirementsthe Landlord may enter on the property of the Tenant and take any actions necessary to complete the Investigations, (iii) no underground storage tanks are currently located the cost of which actions will be borne by the Tenant as additional rent. If remedial work is required due to the presence of Hazardous Substances on or in the Real Property Premises and/or the Lands, the Tenant will take all necessary action, at the cost of the Tenant, to restore the Premises and/or Lands to a level acceptable to the Landlord and to all governmental authorities having jurisdiction. Upon the request of the Landlord, from time to time, the Tenant will provide to the Landlord satisfactory documentary evidence that all environmental permits are valid and in good standing. Environmental Indemnity. The Tenant will indemnify and save harmless ▇▇▇▇▇▇ City, Landlord, its officers, directors, employees, agents and shareholders, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or any portion thereofdenying the same, (iv) no environmental and all costs of investigation, administrative ordermonitoring, notificationremedial response, consent orderremoval, litigationrestoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against ▇▇▇▇▇▇ City, claimLandlord, judgment its officers, directors, employees, agents and shareholders, arising, directly or settlement indirectly, out of: (a) a breach by the Tenant of any of the covenants contained in this Section; (b) the presence of or release of any Hazardous Substance on or off-site of the Premises and/or the Lands; (c) any action taken by the Landlord with respect to the Property existence of any Hazardous Substance on or off-site of the Premises and/or the Lands; or (d) any action taken by the Landlord in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance on or off-site of the Premises and/or the Lands; and such indemnity will survive the expiration or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition termination of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, aslease notwithstanding

Environmental. With respect to environmental matters, to Seller’s knowledge, and Indemnitor’s knowledge and except as described in Exhibit “E,” (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies supplies, equipment maintenance supplies, and chlorine and other chemicals for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) except as disclosed on Exhibit “E” there is not currently and, to Seller’s and Indemnitor’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, the Property that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, asResource

Environmental. With respect Each of Seller and Company has complied and is in compliance with all Environmental Laws regarding the Division in all material respects. Seller has obtained and complied with, and is in compliance with, all Permits that are required pursuant to environmental mattersany Environmental Law for the occupation of its facilities related to the Division and the operation of the Business. Seller has not received any written notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to Seller’s knowledgeit or its facilities arising under any Environmental Law. None of the following exists at any property or facility currently leased or operated by Seller regarding the Division and none of the following existed at any property or facility previously owned, leased or operated by Seller regarding the Division at or before the ▇▇▇▇ ▇▇▇▇▇▇ or Company ceased to own or operate such property or facility: (a) underground storage tanks, (ib) there has been no Release asbestos-containing material in any form or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencecondition, (iic) no portion of materials or equipment containing polychlorinated biphenyls, or (d) landfills, surface impoundments or disposal areas. Company has not treated, stored, disposed of, arranged for or permitted the Property is being used for the treatmentdisposal of, storagetransported, disposal handled or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsreleased any substance, including without limitation any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental RequirementsLaw. Neither this Agreement nor the Transaction will result in any Liability for site investigation or cleanup, (iii) no underground storage tanks are currently located on or in the Real Property notification to or Consent of any portion thereofPerson, (iv) no environmental investigationpursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws. Company has not, administrative ordereither expressly or by operation of law, notificationassumed or undertaken any Liability, consent orderincluding any obligation for corrective or remedial action, litigationof any other Person relating to any Environmental Law. No facts, claim, judgment events or settlement with respect conditions relating to the Property past or present facilities, properties or operations of Company will prevent, hinder or limit continued compliance with any portion thereof is pending Environmental Law, give rise to any investigatory, remedial or threatened, (v) there is not currently and, corrective obligations pursuant to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real PropertyEnvironmental Law, or existing conditions within buildingsgive rise to any other Liabilities pursuant to any Environmental Law, structures including any relating to onsite or mechanical equipment serving such buildings offsite releases or structuresthreatened releases of hazardous materials, that could reasonably be expected to result in material liability substances or material costs wastes, personal injury, property damage or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqnatural resources damage.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters(a) Landlord hereby represents and warrants that as of the date of this Agreement, the Property is free from hazardous substances and, to Sellerthe best of Landlord’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used has never been subject to any contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation. Landlord and Tenant each hereby agree that it will be responsible for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies compliance with any and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements environmental and do not exceed limits permitted under applicable industrial hygiene laws, including without limitation Environmental Requirementsany regulations, (iii) no underground storage tanks guidelines, standards, or policies of any governmental authorities now or at any time in effect, regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene condition or similar matters that are currently located on now or in the Real Property or were at any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect time previously related to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth activities conducted by it in or on the Real Property. (b) Landlord and Tenant each hereby agree to indemnify, defend, and hold harmless the other from and against, and to assume all duties, responsibilities, and liabilities of the other at the sole cost and expense of the indemnifying Party for, payment of penalties, sanctions, forfeitures, losses, costs, or damages, and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation, or proceeding which is related to (i) the indemnifying Party’s failure to comply with any environmental or industrial hygiene law including, without limitation, any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or matters now or hereafter in effect, or (ii) any environmental or industrial hygiene conditions that arise out of or are in any way related to the condition of the Property and activities conducted by the Party thereon, unless the environmental conditions are caused by the other Party. (c) The indemnities provided for in this Section 9 specifically include, without limitation, reasonable costs, expenses and fees incurred in connection with any investigation of the Property or of any conditions or any clean-up, remediation, removal, or restoration work required by any governmental authority. The provisions of this Section 9 will survive the expiration or earlier termination of this Agreement. (d) In the event Tenant becomes aware of any hazardous materials on the Property, or existing conditions within buildingsany environmental or industrial hygiene condition or matter relating to the Property that, structures or mechanical equipment serving such buildings or structuresin Tenant’s sole determination, that could reasonably be expected to result in material liability or material costs or expenses to remediate renders the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Premises or Property unsuitable for Tenant’s use, or if Tenant believes that its lease or continued lease of the Premises could expose Tenant to undue risks of government action, intervention or third-party liability, Tenant shall have the right, in the possession of Seller addition to any other rights it may have hereunder, at law or Seller’s Affiliatesin equity, consultants, contractors or agents. As used in to terminate this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time Agreement upon notice to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLandlord.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With FLIP has obtained all Licenses which are required in respect of its business, operations or FLIP Properties under applicable Environmental Laws, and FLIP and the FLIP Properties are in compliance in all material respects with the terms and conditions of all such Licenses and with any applicable Environmental Law, except for such instances of noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Delivered Assessments or on Schedule 8 to the MCA with respect to environmental mattersthe FLIP Properties, and except in such circumstances as would not, individually or in the aggregate, have a Material Adverse Effect, FLIP represents and warrants to Seller’s the Company that to its knowledge: (a) No Order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or threatened by any Governmental or Regulatory Authority with respect to any alleged failure by FLIP to have any License required in connection with the conduct of the business or operations of FLIP with respect to any treatment, storage, recycling, transportation, disposal or Release, of any Hazardous Material at any of the FLIP Properties. (b) Neither FLIP nor any prior owner or lessee of any of the FLIP Properties has handled any Hazardous Material on any FLIP Property and, without limiting the foregoing, (i) there no polychlorinated biphenyl is or has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referencepresent, (ii) no portion of the Property asbestos is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirementshas been present, (iii) there are no underground storage tanks are currently located on tanks, active or in the Real Property or any portion thereofabandoned, and (iv) no environmental investigationHazardous Material has been Released in a quantity reportable under, administrative orderor in violation of, notificationany Environmental Law, consent orderat, litigationon or under any of the FLIP Properties, claimduring any period that FLIP owned or leased such FLIP Property or prior thereto. (c) FLIP has not transported or arranged for the transportation of any Hazardous Material to any location which is the subject of any Action or Proceeding that would lead to claims against the Company or any of its Subsidiaries for clean-up costs, judgment remedial work, damages to natural resources or settlement with respect personal injury claims, including, but not limited to, claims under CERCLA. (d) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of FLIP and none of the FLIP Properties is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up. (e) There are no Liens (other than Permitted Liens) arising under or pursuant to any Environmental Law or Order on any FLIP Property, and no action of any Governmental or Regulatory Authority has been taken or is in process which could subject any FLIP Property to such Liens, and FLIP would not be required to place any notice or restriction relating to the presence of Hazardous Material at any FLIP Property or owned by it in any portion thereof is pending or threateneddeed to such FLIP Property. (f) There have been no environmental investigations, (v) there is not currently andstudies, to Seller’s knowledgeaudits, never has been any moldtests, fungal reviews or other microbial growth in or on the Real Propertyanalyses conducted by, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there which are no reports or other documentation regarding the environmental condition of the Real Property in the possession of, FLIP in relation to any FLIP Property since 1991 which have not been delivered or made available to the Company prior to the execution of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqAgreement.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With To the Company's best knowledge, except as set forth in the Loan Agreement and except with respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from any other matters that individually or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do aggregate could not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate a Material Adverse Change (as defined in the moldLoan Agreement): (a) There is not located on, fungal or microbial growthin, about, or to remedy under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the type ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such conditions that could reasonably be expected to result existing Hazardous Substances have been used, stored and manufactured in such growthcompliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and has not in the past been used as a landfill, dump, disposal facility, gasoline station or for the storage, generation, production, manufacture, processing, treatment, disposal, handling, transportation, or deposit of any Hazardous Substances, where such production, storage, generation, manufacturing, processing, treatment, disposal, handling, transportation or deposit was in violation, in any material respect, of applicable Environmental Law. (vic) except as disclosed There has not in the past been, and no present threat now exists of, a spill, discharge, emission or release of a Hazardous Substance in, upon, under, over or from the Mortgaged Property or from any other property which would have an impact on Exhibit E, there the Mortgaged Property. (d) There are no reports past or present investigations, administrative proceedings, litigation, regulatory hearings or other documentation regarding action completed, proposed, threatened or pending, alleging noncompliance with or violation of any Environmental Laws or Regulations respecting the Mortgaged Property, or relating to any required environmental condition of permits covering the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means Mortgaged Property. (1e) “hazardous wastes” as defined The Company has disclosed to Lender all reports and investigations commissioned by the Resource Conservation Company and Recovery Act of 1976relating to Hazardous Substances and the Land and the Improvements. (f) There are not now, as amended from time to time (“RCRA”)nor have there ever been, (2) “hazardous substances” as defined by any above ground or underground storage tanks located in or under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqMortgaged Property. There are no wells on or under the Mortgaged Property.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect Without limiting in any way the representations and warranties contained elsewhere in this Agreement, Seller hereby represents and warrants to environmental matters, to Seller’s knowledge, Purchaser as follows: (i) there has been To the best of Seller’s actual knowledge, no Release or threat of Release of Hazardous Materials inor Regulated Substances, except in Permitted Amounts, exist on, underunder or about the Properties or have been transported to or from the Properties or used, togenerated, from manufactured, stored or disposed of on, under or about the Properties, except for the prior environmental conditions of the Birch Run Property that have been remediated as described in the area Birch Run Phase I Environmental Site Assessment dates October 24, 2013 performed by NTH Consultants, LTD. and the Birch Run Phase II Environmental Site Assessment dates October 31, 2013 performed by NTH Consultants, LTD. (the “Birch Run Remediated Condition”). To the best of Seller’s actual knowledge, the Real PropertyProperties are not in violation of any Hazardous Materials Laws relating to industrial hygiene or the environmental conditions on, except under or about the Properties, including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Properties. The Clinton Property was formerly a salvage yard and the representations in this subparagraph (p) as disclosed to the Clinton Property are qualified by what may be set forth in the environmental reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, for that Property previously furnished to Purchaser. (ii) To the best of Seller’s actual knowledge and except for the Birch Run Remediated Condition, there is no portion past or present non-compliance with Hazardous Materials Laws, or with permits issued pursuant thereto, in connection with the Properties; all uses and operations on or of the Property Properties, whether by Seller or any other Person, have been in compliance with all Hazardous Materials Laws and environmental permits issued pursuant thereto; all USTs, if any, located on or about the Properties are in full compliance with all Hazardous Materials Laws, and as of the date hereof, Seller is being used for in compliance with the treatment, storage, disposal requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (as such term is defined under the UST Regulations) located at the Properties. The Properties have been kept free and clear of all Environmental Liens and Seller has not allowed any tenant or other handling user of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, Properties (including without limitation Environmental Requirementslimitation, Tenant) to do any act that increased the dangers to human health or the environment, posed an unreasonable risk of harm to any Person (whether on or off the Properties), impaired the value of the Properties in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Properties. (iii) no underground storage tanks are currently located on No Seller Entity has received any written or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Materials, Regulated Substances or USTs, or remediation thereof, of possible liability of any Person (including without limitation, Tenant) pursuant to any Hazardous Materials Law, other environmental conditions in connection with the Real Property Properties, or any portion thereof, (iv) no environmental investigation, actual or potential administrative order, notification, consent order, litigation, claim, judgment or settlement judicial proceedings in connection with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqforegoing.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect (a) Seller is in compliance in all material respects, and Seller at all times has complied in all material respects, with all Environmental, Health, or Safety Requirements of Law applicable to environmental mattersthe Business and the Real Property, including, without limitation, the use, maintenance, and operation of the Real Property and all activities and conduct of business related thereto and the treatment, remediation, removal, transport, storage, and disposal of any Contaminant. (b) Seller has obtained, to Seller’s knowledgethe extent required by Environmental, Health, or Safety Requirements of Law, all environmental, health, and safety permits, consents, licenses, and other authorizations (icollectively, "EHS Permits") there has been no Release or threat necessary for the operation of Release of Hazardous Materials in, on, under, to, from or in the area Business and the ownership of the Real Property, except as disclosed all such EHS Permits are in good standing, and Seller is currently in compliance with all terms and conditions of such EHS Permits. There are no proceedings pending, or to the reports and documents set forth on Exhibit E attached hereto and incorporated herein by referenceSeller's knowledge, threatened, to cancel, revoke or modify the validity of any such EHS Permit. (c) Seller is not a party to any judicial or administrative proceeding, notice, order, judgment, decree, settlement, or, to Seller's knowledge, any investigation, alleging in connection with the Business or the Real Property: (i) any violation of any Environmental, Health, or Safety Requirements of Law, (ii) no portion of the Property is being used for the treatmentany Remedial Action, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on any claims, liabilities, or in costs arising from the Release or threatened Release of any Contaminant. (d) No Environmental Lien is attached to the Real Property or Property. (e) Seller has not received any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigationwritten notice, claim, judgment or settlement with respect other written communication concerning (i) any alleged violation of any Environmental, Health, or Safety Requirements of Law at the Real Property, whether or not corrected to the Property or any portion thereof is pending or threatenedsatisfaction of the appropriate authority, (vii) there is not currently and, alleged liability of Seller for Environmental Damages arising out of or related to Seller’s knowledge, never has been any mold, fungal the Business or other microbial growth in or on the Real Property, or existing conditions within buildings(iii) any alleged liability of Seller arising out of or related to the Business or the Real Property for the Release or threatened Release of a Contaminant at any location. There does not exist any writ, structures or mechanical equipment serving such buildings or structuresinjunction, that could reasonably be expected to result in material liability or material costs or expenses to remediate the molddecree, fungal or microbial growthorder, penalty, or judgment outstanding or any lawsuit, enforcement action, proceeding, citation, directive, or summons relating to remedy such conditions that could reasonably be expected to result in such growththe condition, and (vi) except as disclosed on Exhibit Euse, there are no reports maintenance, or other documentation regarding the environmental condition operation of the Real Property or the actual or suspected presence of any Contaminant(s) on the Real Property or the Release of any Contaminant(s) from the Real Property. (f) There has been no Release of any Contaminants and, to the knowledge of Seller, there is no threatened Release of any Contaminants at, to, on, or from the Real Property which was or is not in compliance with all Environmental, Health, and Safety Requirements of Law. (g) The Real Property is not listed or proposed for listing on the National Priorities List ("NPL") pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA") or listed on the Comprehensive Environmental Response Compensation and Liability Information System List ("CERCLIS") or any similar state list of sites and to Seller's knowledge, there is no condition at the Real Property that, if known to a Governmental Authority, would qualify the Real Property for inclusion on any such list. (h) Seller has not "disposed" (as such term is defined in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Federal Resource Conservation and Recovery Act ("RCRA")) of 1976any "hazardous waste" (as such term is defined in RCRA) at the Real Property in a manner which is not in compliance with the applicable Environmental, as amended from time Health, and Safety Requirements of Law. (i) Seller has not transported or arranged for the transport of any Contaminant to time any site in connection with the Business which is not in compliance with the applicable Environmental, Health, and Safety Requirements of Law. (“RCRA”)j) Seller has complied with Environmental Health and Safety Requirements of Law in transporting or arranging for the transport of any Contaminant in connection with the Business to any facility or site for the purpose of treatment or disposal. (k) There is not constructed, placed, deposited, stored, disposed, or located on the Real Property any asbestos in any form except in compliance with applicable Environmental, Health, or Safety Requirements of Law. (2l) “hazardous substances” as defined by Except for a water sprinkler system located at the Comprehensive Real Property, no underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas, separators, or oil ▇▇▇▇▇, or associated piping, but excluding utility-owned underground improvements, are or have ever been located on the Real Property. (m) There is not constructed, placed, deposited, released, stored, disposed, leaching, or located on the Real Property any polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other equipment that contain dielectric fluid containing PCBs. (n) Seller has not received any written notice, claim, or other communication alleging liability on the part of Seller for the violation of any Environmental, Health, or Safety Requirements of Law, for Environmental ResponseDamages, Compensation and Liability Act or for the Release or threatened Release of 1980 (42 U.S.C. 9601 et seqany Contaminant in connection with the Business.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental matters(a) Each of MTC and its Subsidiaries has obtained, and is in material compliance with, all Environmental Permits required in connection with its operations and the Leased Real Property. Each Environmental Permit, together with the name of the Governmental Authority issuing such Environmental Permit, is set forth in the Seller Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and all renewal applications for such Environmental Permits have been timely filed with the appropriate Governmental Authority. None of such Environmental Permits will be terminated, revoked, withdrawn, cancelled, suspended or modified or become terminable, revocable, withdrawable, suspendable or modifiable as a result of the Acquisition. Each of MTC and its Subsidiaries is currently in material compliance with all Environmental Laws. None of MTC or any of its Subsidiaries has received written notice alleging that MTC or any of its Subsidiaries is not in material compliance with Environmental Laws. (b) There are no past, pending or, to Seller’s knowledgethe Knowledge of Sellers, threatened Environmental Actions against or affecting MTC or any of its Subsidiaries, and to the Knowledge of Sellers, there are no facts or circumstances which would reasonably be expected to form the basis for any Environmental Action against MTC or any such Subsidiary. (ic) there Neither MTC nor any of its Subsidiaries has entered into or agreed to any Order, and neither MTC nor any of its Subsidiaries is subject to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law. (d) There has been no treatment, storage, disposal or Release by MTC or threat any of Release its Subsidiaries of any Hazardous Materials Substance at, from, into, on or under any Leased Real Property or any other property currently or formerly owned, operated or leased by MTC or any of its Subsidiaries. To the Knowledge of Sellers, no Hazardous Substances are present in, on, underabout or migrating to or from any Leased Real Property that could be expected to give rise to an Environmental Action against MTC or any of its Subsidiaries. (e) Neither MTC nor any of its Subsidiaries has received a CERCLA 104(e) information request nor has MTC or any of its Subsidiaries been named a potentially responsible party for any National Priorities List site under CERCLA or any other site under analogous state Law. Neither MTC nor any of its Subsidiaries has received an analogous notice or request from any non-U.S. Governmental Authority. (f) To the Knowledge of Sellers, tothere are no aboveground tanks or underground storage tanks on, from under or in about the area of the Leased Real Property. To the Knowledge of Sellers, except as disclosed any aboveground or underground tanks previously situated on the Leased Real Property or any other property currently or formerly owned, operated or leased by MTC or any of its Subsidiaries have been removed in accordance with all Environmental Laws and, to the reports Knowledge of Sellers, no residual contamination, if any, remains at such sites in excess of applicable standards. (g) To the Knowledge of Sellers, there are no polychlorinated biphenyls (“PCBs”) leaking from any article, container or equipment on, under or about the Leased Real Property and documents set forth on Exhibit E attached hereto and incorporated herein by referencethere are no such articles, containers or equipment containing PCBs in, at, on, under or within the Leased Real Property. (iih) To the Knowledge of Seller, there is no portion asbestos containing material or lead based paint containing materials in, at, on, under or within the Leased Real Property. (i) Neither MTC nor any of its Subsidiaries has transported or, to the Property is being used Knowledge of Sellers, arranged for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming poolhandling, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Propertydisposal, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected transportation of any Hazardous Material to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive any off-site location which is an Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClean-up Site.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect Landlord represents and warrants to environmental matters, to Seller’s knowledge, (i) there Tenant that ------------- Landlord has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area knowledge of the Real Propertypresence on the Premises or Office Park of any Hazardous Substances, except as disclosed in hereafter defined, other than Permitted Substances, hereafter defined, used within the reports Office Park, and documents set forth on Exhibit E attached hereto and incorporated herein that Landlord shall be responsible for any actual violation by reference, (ii) no portion Landlord of environmental laws respecting the Premises. Landlord shall deliver a copy of a Phase 1 environmental site assessment of the Property Premises to be prepared for Landlord's mortgage lender to Tenant as soon as the same is being used for the treatmentavailable. Tenant shall not use, storagegenerate, disposal store, treat, dispose of, or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming poolotherwise introduce into, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in about the Real Property Premises or Office Park any portion thereofHazardous Substances (as hereinafter defined), (iv) no environmental investigationnor shall Tenant cause or permit any other person or entity to do so. Hazardous Substances means any hazardous waste, administrative orderhazardous substance, notificationpollutant, consent order, litigation, claim, judgment contaminant or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” solid waste as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Act, 42 U.S.C. 9601 (S)9601 et seq.), and any -- --- other applicable federal, state or local laws or ordinances, and in the rules and regulations thereunder, as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended may be amended, supplemented or superseded from time to time, including without limitation any polychlorinated biphenyls (PCB's), urea formaldehyde, or asbestos, or any other substance which may at any time be a violation or support a claim or cause of action under common law or any federal, state or local environmental statute, regulation, ordinance or other environmental regulatory requirement, whether currently or as a result of future removal. However, the foregoing restrictions shall not apply to the storage and use of common office and cleaning supplies necessary for routine office operations, which are properly and lawfully stored in reasonable quantities (“CERCLA”"Permitted Substances"); . Tenant agrees to clean up all Hazardous Substances (3other than Permitted Substances) “toxic substances” as defined on the Premises or Office Park if caused by Tenant (or if Tenant shall be otherwise responsible therefor), in a manner which shall comply with all applicable environmental laws and requirements. Upon request, Tenant shall cooperate with Landlord in furnishing to a governmental authority any information which may be required regarding environmental matters relating to the Toxic Substances Control ActPremises. Landlord and Tenant shall mutually indemnify and hold each other harmless from any loss, asdamage or liability arising out of their respective non-compliance with the provisions of this Section 11(b). The provisions of this Lease regarding environmental matters shall survive the expiration or sooner termination of this Lease.

Environmental. With respect Comply, and cause each of its Subsidiaries to environmental matterscomply in all material respects, with the requirements of all Environmental Laws and provide to Seller’s knowledgethe Agent all material documents relating to such compliance that the Agent may reasonably request; not cause or permit the Collateral or any property or facility owned, (i) there has been no Release operated or threat occupied by the Borrower or its Subsidiaries to be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any Hazardous Materials except in compliance with applicable Environmental Laws or a permit issued under any applicable Environmental Law; and immediately notify the Agent of any Release of Hazardous Materials inin excess of any reportable quantity and take any Remedial Actions required to abate such Release; ▇▇▇▇▇ded, onhowever, underthat Borrower and its Subsidiaries may use all lawful means to challenge or contest any requirement of a governmental regulatory authority relating to said Remedial Actions. On behalf of the Borrower and its Subsidiaries, tothe Borrower hereby agrees to defend (with counsel satisfactory to the Agent), indemnify, and hold harmless the Agent, the Lenders, their employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities (including strict liability), settlements, damages, costs, or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) and Environmental Liabilities and Costs (collectively, "Environmental Losses") arising out of (i) any Release, or threatened Release on any property presently or formerly owned or occupied by the Borrower or its Subsidiaries (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, Borrower or its Subsidiaries; (ii) no portion any violation of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, asLaws;

Environmental. With Each of Purchaser and Merger Sub understands and agrees that its right to indemnification under Section 8.1(a)(i) for breach of the representations and warranties contained in Section 5.19 shall constitute its sole and exclusive remedy against the Sellers with respect to any environmental mattersmatter or health or safety matter relating to Hazardous Materials, relating to Seller’s knowledgethe past or current facilities, (i) there has been no Release properties, or threat of Release of Hazardous Materials in, on, under, to, from or in the area operations of the Real PropertyCompany and all of its predecessors or Affiliates, including any such matter arising under any Environmental Laws or relating to a Release, except as disclosed in for claims for fraud. Aside from such right to make a claim against the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no then available portion of the Property is being used for the treatmentEscrow Amount, storageeach of Purchaser and Merger Sub hereby waives any right, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on whether arising at law or in the Real Property equity, to seek contribution, cost recovery, damages, or any portion thereofother recourse or remedy from the Sellers, (iv) no environmental investigation, administrative order, notification, consent order, litigation, and hereby releases the Sellers from any claim, judgment demand, or settlement liability, with respect to the Property or any portion thereof is pending or threatened, such environmental matter (v) there is not currently and, to Seller’s knowledge, never has been including any mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by arising under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, asany analogous state law, or the common law) with respect to the past or current facilities, properties or operations of the Company and its predecessors or Affiliates, and with respect to the transactions contemplated by this Agreement (except for claims for fraud). Sellers shall have no obligation to indemnify the Purchaser Indemnitees with respect to Losses arising from any conditions of contamination identified through any environmental sampling or testing after the Closing Date that is not required by Environmental Laws. The Sellers’ obligation to indemnify the Purchaser Indemnitees with respect to any Losses relating to or arising from investigatory, corrective or remedial action at the Owned Real Property or Leased Real Property shall be limited to such actions required by Environmental Laws or applicable Leases, assuming continued industrial use of the subject property and employing risk based standards and institutional controls where available.

Environmental. With respect (a) Prior to the execution of this Agreement, Sellers have provided to Citadel a true and correct copy of all environmental matterssite assessments, studies, reports and communications relating to Seller’s knowledgethe Real Property. (b) Except as disclosed on SELLERS' DISCLOSURE SCHEDULE, (i) there has been are no Release conditions, facilities, procedures or threat of Release of Hazardous Materials in, on, under, to, from any other facts or in the area circumstances that constitute Environmental Noncompliance on any of the Real Property, except as disclosed in the reports Leaseholds and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently andconstructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to Seller’s knowledgerelease airborne asbestos fibers in excess of applicable local, never has been any moldstate and federal standards. (c) Except as disclosed on SELLERS' DISCLOSURE SCHEDULE, fungal no structure, improvements, equipment, fixtures, activities or other microbial growth in or facilities located on the Real PropertyLeaseholds uses Hazardous Materials except those used in the ordinary course of the Business and in compliance with applicable Environmental Laws. (d) Except as specifically described on SELLERS' DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected which otherwise contribute to result in material liability or material costs or expenses to remediate Environmental Conditions arising solely from the mold, fungal or microbial growthactivities of either Seller, or to remedy the best of the knowledge of Sellers arising from any other activities, except to the extent that such conditions that could reasonably be expected releases or threatened releases do not constitute a condition of Environmental Noncompliance relating to result in such growth, and the Leaseholds. (vie) except Except as disclosed on Exhibit ESELLERS' DISCLOSURE SCHEDULE, there are no reports underground storage tanks, or other documentation regarding underground piping associated with tanks, used for the environmental condition management of Hazardous Materials at the Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which have not been either abandoned in place or removed pursuant to a permit issued by a Governmental Authority. (f) Neither Seller is subject to any Environmental Claims against Sellers, no Environmental Claims have been threatened, nor, to the best of the Real Property in the possession knowledge of Seller or Seller’s AffiliatesSellers, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive is there any basis for any such Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqClaims.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect a. LICENSOR will be responsible for all obligations of compliance with any and all health, safety, environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any health, safety, environmental mattersor industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to Seller’s knowledge, (i) there has been no Release or threat activity and installation of Release of Hazardous Materials equipment now conducted in, on, under, to, from or in any way related to the area of the Real Pole or Property, except as disclosed unless such conditions or concerns are caused by the specific activities of LICENSEE in the reports Premises. Should applicable federal, state or local authorities determine that LICENSEE’s equipment is detrimental to public health, LICENSOR may immediately terminate this Agreement and documents set forth on Exhibit E attached hereto all related Supplements. b. LICENSOR shall hold LICENSEE harmless and incorporated herein by referenceindemnify LICENSEE from and assume all duties, responsibility and liability at LICENSOR’s sole cost and expense, for all duties, responsibilities, and liability (iifor payment of penalties, sanctions, forfeitures, losses, costs, or damages) no portion of the Property and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is being used for the treatment, storage, disposal in any way related to: a) failure to comply with any environmental or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable lawsindustrial hygiene law, including without limitation Environmental Requirementsany regulations, (iiiguidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such non-compliance results from conditions caused by LICENSEE; and b) no underground storage tanks are currently located on any environmental or industrial hygiene conditions arising out of or in any way related to the Real condition of the Pole or Property or activities conducted thereon, unless such environmental conditions are caused by LICENSEE. c. LICENSEE shall hold LICENSOR harmless and indemnify LICENSOR from and assume all duties, responsibility and liability at LICENSEE’s sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any portion thereofaction, (iv) no environmental investigationnotice, administrative claim, order, notificationsummons, consent ordercitation, directive, litigation, claiminvestigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, judgment including without limitation any regulations, guidelines, standards, or settlement policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with respect regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, to the extent that such non-compliance results from conditions caused by LICENSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or any portion thereof is pending or threatened, (v) there is not currently andactivities conducted thereon, to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on the Real Property, or existing extent that such environmental conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined caused by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqLICENSEE.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

Environmental. With respect to environmental mattersExcept as set forth on Schedule 4.15: (a) To the knowledge of the Seller Parties, to Seller’s knowledgethere are no underground tanks and related pipes, (i) there has been no Release pumps and other facilities regardless of their use or threat of Release of Hazardous Materials in, on, under, to, from purpose whether active or in the area of abandoned at the Real Property, except as disclosed in . (b) To the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion knowledge of the Property Seller Parties, there is being no asbestos nor any asbestos-containing materials used for the treatmentin, storageapplied to or in any way incorporated in any building, disposal structure or other handling form of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored improvement on the Property Real Property. Neither Trans-West nor the Company sell and have not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in strict accordance any way. (c) Trans-West and the Company presently are and have been in material compliance with all Environmental Laws applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in to the Real Property or any portion thereofformerly owned, (iv) leased or operated locations or the Company Business, and, to the knowledge of the Seller Parties, there exist no environmental Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be the basis for any liability of any kind pursuant to any Environmental Law. (d) Neither Trans-West nor the Company has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Real Property or formerly owned, leased or operated locations, except in compliance with all applicable Environmental Laws; (i) the Seller Parties have no knowledge of any Hazardous Materials Release or Threat of Hazardous Materials Release at or in the vicinity of the Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and (ii) the Seller Parties have no knowledge of any Hazardous Materials Release or Threat of Hazardous Materials Release at or in the vicinity of locations formerly owned, leased or operated by Trans-West or the Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by Trans-West or the Company pursuant to any Environmental Law. (e) Neither Trans-West nor the Company has (i) entered into or been subject to any consent decree, compliance order or administrative order, notification, consent order, litigation, claim, judgment or settlement order with respect to the Real Property or formerly owned, leased or operated locations or any portion thereof is pending facilities or threatenedoperations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (viv) there is not currently andbeen subject to or, to Sellerthe knowledge of any of the Seller Parties, threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for Trans-West’s knowledge, never has been or the Company’s activities and operations at the Real Property and for any mold, fungal past or other microbial growth in ongoing alterations or on improvements at the Real Property, or existing conditions within buildings, structures or mechanical equipment serving ; (ii) any applications for renewal of such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, Permits have been submitted on a timely basis; and (viiii) except as disclosed on Exhibit Esuch Permits can be transferred without changes to their terms or conditions. (g) Trans-West and the Company have made available to the Purchaser copies of all documents, there are no reports records and information in its possession or other documentation control concerning Environmental Conditions, including, without limitation, previously conducted environmental audits and documents regarding the environmental condition any disposal of Hazardous Materials at, upon or from the Real Property in the possession of Seller or Seller’s Affiliatesformerly owned, consultantsleased or operated locations, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation spill control plans and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation environmental agency reports and Liability Act of 1980 (42 U.S.C. 9601 et seqcorrespondence.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as

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

Environmental. With respect to environmental matters, to Seller’s knowledge, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in To the area of extent required by any appropriate governmental agency with jurisdiction over the Real Property, except at Mortgagor's sole cost and expense, Mortgagor shall remove any Hazardous Material (as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (iihereinafter defined) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located existing on or in under the Real Property, the groundwater underlying the Real Property or any portion thereof, in compliance with the requirements of any appropriate governmental agency with jurisdiction over the Real Property and all applicable laws; and if Mortgagor does not commence and thereafter diligently perform the removal of such Hazardous Materials from the Real Property in compliance with the requirements of such governmental agency and all applicable laws in a time period required by such governmental agency, Mortgagee may, in its sole discretion, have the same removed and Mortgagor shall reimburse Mortgagee within 30 days after receipt of Mortgagee's demand for payment; provided that Mortgagee shall not be entitled to remove such Hazardous Materials during any period in which Mortgagor is reasonably and diligently contesting the requirement to remove such Hazardous Materials in an appropriate judicial or administrative proceeding. Mortgagor agrees to notify Mortgagee promptly if Mortgagor has knowle▇▇▇ ▇▇ ▇▇y lien, action or notice relating to Haz▇▇▇▇▇▇ ▇▇terials, served on Mortgagor or imposed against the Real Property, as the case may be, by a governmental agency. Mortgagor agrees to defend, protect, indemnify and hold Mortgagee har▇▇▇▇▇ ▇▇▇m and against all claims, demand, damages, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings and all costs and expenses (ivincluding, without limitation, the cost of any required cleanup of such Hazardous Materials and all reasonable attorneys' fees and expenses incurred by Mortgagee in connection therewith) no environmental investigationincurred by Mortgagee and arising directly or indirectly from or out if, administrative orderor in any way connected with the presence, notificationsuspected presence, consent orderrelease or suspected release of any Hazardous Materials in or into the air, litigationsoil, claimground water, judgment surface water or settlement with respect to improvements at, on, about, under or within the Real Property or any portion thereof is pending thereof, or threatened, (v) there is not currently and, elsewhere in connection with the transportation of Hazardous Materials to Seller’s knowledge, never has been any mold, fungal or other microbial growth in or on from the Real Property, unless any such claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings and all costs and expenses result (i) from the acts of Mortgagee, (ii) from events occurring after Mortgagee takes possession of the Mortgaged Property whether through foreclosure, deed in lieu of foreclosure or existing conditions within buildings(iii) from the gross negligence or willful misconduct of Mortgagee. Mortgagor acknowledges that, structures between Mortgagor and Mortgagee, Mortgagor will be responsible for all costs and expenses (unless due to Mortgagee's gross negligence or mechanical equipment serving such buildings willful misconduct) relating to the cleanup of Hazardous Materials from the Real Property or structures, that could reasonably be expected to from any other properties which become contaminated with Hazardous Materials as a result in material liability of activities on or material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental condition contamination of the Real Property in or from the possession transportation of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by Materials from the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seqReal Property.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as