Common use of Pre-Existing Environmental Conditions Clause in Contracts

Pre-Existing Environmental Conditions. a. Seller acknowledges and agrees that: i. the Premises previously was operated by Buyer as a municipal solid waste landfill, which was closed in accordance with applicable law in approximately 2000; ii. the Premises are subject to on-going maintenance activities pursuant to applicable law; iii. all activities on the Premises, including but not limited to the construction, operation, maintenance, decommissioning and removal of the Solar Energy facility, must be conducted in conformance with Applicable Legal Requirements; iv. applicable law may prohibit and/or require the use of certain construction, operation, maintenance and removal procedures in connection with the use of the Premises for a Solar Energy Facility; and v. Seller is familiar with the condition and all aspects of the Premises; and that it has approved and accepted the same. b. IT IS UNDERSTOOD AND AGREED THAT BUYER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO ENVIRONMENTAL CONDITIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. c. SELLER ACKNOWLEDGES AND AGREES THAT IT SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. SELLER HAS NOT RELIED AND WILL NOT RELY ON, AND BUYER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY BUYER, ITS EMPLOYEES, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT BUYER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SELLER ALSO ACKNOWLEDGES THAT THE ANNUAL LEASE PAYMENT REFLECTS AND TAKES INTO ACCOUNT THAT SELLER’S USE OF THE PREMISES IS “AS-IS.” d. SELLER REPRESENTS TO BUYER THAT SELLER IS FAMILIAR WITH THE PREMISES AND HAS CONDUCTED INSPECTIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS SELLER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF BUYER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. SELLER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER’S INVESTIGATIONS. SELLER SHALL BE DEEMED, FOR AND ON BEHALF OF ITSELF AND ALL SUCCESSORS IN TITLE, TO HAVE WAIVED, RELINQUISHED AND RELEASED BUYER (AND BUYER’S EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH SELLER MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER (AND BUYER’S EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF OR REGARDING THE PREMISES.

Pre-Existing Environmental Conditions. a. Seller (a) Lessee acknowledges and agrees that: i. (1) the Premises previously was operated by Buyer Lessor as a municipal solid waste landfill, which was closed in accordance with applicable law in approximately 2000the Landfill; ii. (2) the Premises are subject to on-going maintenance activities pursuant to applicable lawthe Final Landfill Closure Permit and Post-Closure Permit; iii. (3) all activities on the Premises, including but not limited to the construction, operation, maintenance, decommissioning and removal of the Solar Energy facilityFacility, must be conducted in conformance with Applicable Legal Requirements, the Final Landfill Closure Permit and the Post-Closure Permit; iv. applicable law may prohibit and/or (4) the Final Landfill Closure Permit and the Post-Closure Permit require the use utilization of certain construction, operation, maintenance and removal procedures in connection with the use of the Premises for a the Solar Energy Facility; and v. Seller (5) Lessee is familiar with the condition and all aspects of the Premises; , and that it has approved and accepted the same. b. (b) IT IS UNDERSTOOD AND AGREED THAT BUYER LESSOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO ENVIRONMENTAL CONDITIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. c. SELLER (c) LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS LEASED AND SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. SELLER LESSEE HAS NOT RELIED AND WILL NOT RELY ON, AND BUYER LESSOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY BUYERLESSOR, ITS EMPLOYEES, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT BUYERLESSOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SELLER LESSEE ALSO ACKNOWLEDGES THAT THE ANNUAL LEASE PAYMENT REFLECTS AND TAKES INTO ACCOUNT THAT SELLER’S USE OF THE PREMISES IS BEING LEASED “AS-IS.” d. SELLER (d) LESSEE REPRESENTS TO BUYER LESSOR THAT SELLER LESSEE IS FAMILIAR WITH THE PREMISES AND HAS CONDUCTED INSPECTIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS SELLER LESSEE DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF BUYER LESSOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. SELLER UPON THE EFFECTIVE DATE, LESSEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLERLESSEE’S INVESTIGATIONS. SELLER LESSEE, UPON THE EFFECTIVE DATE, SHALL BE DEEMED, FOR AND ON BEHALF OF ITSELF AND ALL SUCCESSORS IN TITLE, TO HAVE WAIVED, RELINQUISHED AND RELEASED BUYER LESSOR (AND BUYERLESSOR’S EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH SELLER LESSEE MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER LESSOR (AND BUYERLESSOR’S EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS LEGAL REQUIREMENTS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF OR REGARDING THE PREMISES.

Pre-Existing Environmental Conditions. a. Seller (a) ▇▇▇▇▇▇ acknowledges and agrees that: i. the Premises previously was operated by Buyer as a municipal solid waste landfill, which was closed in accordance with applicable law in approximately 2000; ii. the Premises are subject to on-going maintenance activities pursuant to applicable law; iii. (1) all activities on the Premises, including but not limited to the construction, operation, maintenance, decommissioning and removal of the Solar Energy facilityFacility, must be conducted in conformance with Applicable Legal Requirements; iv. applicable law may prohibit and/or require the use of certain construction, operation, maintenance Requirements and removal procedures in connection with the use of the Premises for a Solar Energy Facilityany Permit; and v. Seller (2) Lessee is familiar with the condition and all aspects of the Premises; , and that it has approved and accepted the same. b. (b) IT IS UNDERSTOOD AND AGREED THAT BUYER ▇▇▇▇▇▇ IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO ENVIRONMENTAL CONDITIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. c. SELLER (c) ▇▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT IT HAS LEASED AND SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. SELLER LESSEE HAS NOT RELIED AND WILL NOT RELY ON, AND BUYER LESSOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY BUYER▇▇▇▇▇▇, ITS EMPLOYEES, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT BUYERLESSOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SELLER LESSEE ALSO ACKNOWLEDGES THAT THE ANNUAL LEASE PAYMENT REFLECTS AND TAKES INTO ACCOUNT THAT SELLER’S USE OF THE PREMISES IS BEING LEASED “AS-IS.” d. SELLER (d) LESSEE REPRESENTS TO BUYER LESSOR THAT SELLER LESSEE IS FAMILIAR WITH THE PREMISES AND HAS CONDUCTED INSPECTIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS SELLER LESSEE DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF BUYER LESSOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. SELLER UPON THE EFFECTIVE DATE, ▇▇▇▇▇▇ SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER▇▇▇▇▇▇’S INVESTIGATIONS. SELLER ▇▇▇▇▇▇, UPON THE EFFECTIVE DATE, SHALL BE DEEMED, FOR AND ON BEHALF OF ITSELF AND ALL SUCCESSORS IN TITLE, TO HAVE WAIVED, RELINQUISHED AND RELEASED BUYER ▇▇▇▇▇▇ (AND BUYER▇▇▇▇▇▇’S EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH SELLER LESSEE MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER ▇▇▇▇▇▇ (AND BUYER▇▇▇▇▇▇’S EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS LEGAL REQUIREMENTS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF OR REGARDING THE PREMISES.

Pre-Existing Environmental Conditions. a. Seller (a) Lessee acknowledges and agrees that: i. (1) the Premises previously was operated by Buyer as a municipal solid waste landfill, which was closed in accordance with applicable law in approximately 2000;Lessor ii. (2) the Premises are subject to on-going maintenance activities pursuant to applicable law;activities iii. (3) all activities on the Premises, including but not limited to the construction, operation, maintenance, decommissioning and removal of the Solar Energy facilityFacility, must be conducted in conformance with Applicable Legal Requirements, and the Post-Closure Solar Permit; iv. applicable law may prohibit and/or (4) the Post-Closure Solar Permit will require the use utilization of certain construction, operation, maintenance and removal procedures in connection with the use of the Premises for a the Solar Energy Facility; and v. Seller (5) Lessee is familiar with the condition and all aspects of the Premises; Premises to the extent disclosed in the Documented Site Conditions, and that it has that, upon its Notice of Commencement, will be deemed to have approved and accepted the same. b. (b) IT IS UNDERSTOOD AND AGREED THAT BUYER LESSOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO ENVIRONMENTAL CONDITIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. c. SELLER (c) WITHOUT LIMITING ITS RIGHTS PURSUANT TO SECTION 9.9. LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS LEASED AND SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. SELLER LESSEE HAS NOT RELIED AND WILL NOT RELY ON, AND BUYER LESSOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY BUYERLESSOR, ITS EMPLOYEES, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT BUYERLESSOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SELLER LESSEE ALSO ACKNOWLEDGES THAT THE ANNUAL LEASE PAYMENT REFLECTS AND TAKES INTO ACCOUNT THAT SELLER’S USE OF THE PREMISES IS BEING LEASED “AS-IS.” d. SELLER (d) LESSEE REPRESENTS TO BUYER LESSOR THAT SELLER LESSEE IS FAMILIAR WITH THE PREMISES AND HAS THAT, PRIOR TO ISSUANCE OF THE NOTICE OF COMMENCEMENT, LESSEE WILL HAVE CONDUCTED INSPECTIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS SELLER LESSEE DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF BUYER LESSOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. SELLER UPON THE DATE SET FORTH IN THE NOTICE OF COMMENCEMENT, LESSEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLERLESSEE’S INVESTIGATIONS. SELLER LESSEE, UPON THE EFFECTIVE DATE, SHALL BE DEEMED, FOR AND ON BEHALF OF ITSELF AND ALL SUCCESSORS IN TITLE, TO HAVE WAIVED, RELINQUISHED AND RELEASED BUYER LESSOR (AND BUYERLESSOR’S EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH SELLER LESSEE MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER LESSOR (AND BUYERLESSOR’S EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS LEGAL REQUIREMENTS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF OR REGARDING THE PREMISES.

Pre-Existing Environmental Conditions. a. Seller Lessee acknowledges and agrees that: i. the Premises previously was operated by Buyer Lessor as a municipal solid waste landfill, which was closed in accordance with applicable law in approximately 2000; ii. the Premises are subject to on-going maintenance activities pursuant to applicable law; iii. all activities on the Premises, including but not limited to the construction, operation, maintenance, decommissioning and removal of the Solar Energy facility, must be conducted in conformance with Applicable Legal Requirements; iv. applicable law may prohibit and/or require the use of certain construction, operation, maintenance and removal procedures in connection with the use of the Premises for a Solar Energy Facility; and v. Seller Lessee is familiar with the condition and all aspects of the Premises; and that it has approved and accepted the same. b. IT IS UNDERSTOOD AND AGREED THAT BUYER LESSOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO ENVIRONMENTAL CONDITIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. c. SELLER LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS LEASED AND SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. SELLER LESSEE HAS NOT RELIED AND WILL NOT RELY ON, AND BUYER LESSOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY BUYERLESSOR, ITS EMPLOYEES, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT BUYERLESSOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SELLER LESSEE ALSO ACKNOWLEDGES THAT THE ANNUAL LEASE PAYMENT REFLECTS AND TAKES INTO ACCOUNT THAT SELLER’S USE OF THE PREMISES IS BEING LEASED “AS-IS.” d. SELLER LESSEE REPRESENTS TO BUYER LESSOR THAT SELLER LESSEE IS FAMILIAR WITH THE PREMISES AND HAS CONDUCTED INSPECTIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS SELLER LESSEE DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF BUYER LESSOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. SELLER UPON CLOSING, LESSEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLERLESSEE’S INVESTIGATIONS. SELLER LESSEE, UPON CLOSING, SHALL BE DEEMED, FOR AND ON BEHALF OF ITSELF AND ALL SUCCESSORS IN TITLE, TO HAVE WAIVED, RELINQUISHED AND RELEASED BUYER LESSOR (AND BUYERLESSOR’S EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH SELLER LESSEE MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER LESSOR (AND BUYERLESSOR’S EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS LEGAL REQUIREMENTS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF OR REGARDING THE PREMISES.

Pre-Existing Environmental Conditions. a. Seller (a) ▇▇▇▇▇▇ acknowledges and agrees that: i. (1) the Premises previously was operated by Buyer as a municipal solid waste landfill, which was closed in accordance with applicable law in approximately 2000;Lessor ii. (2) the Premises are subject to on-going maintenance activities pursuant to applicable law;activities iii. (3) all activities on the Premises, including but not limited to the construction, operation, maintenance, decommissioning and removal of the Solar Energy facilityFacility, must be conducted in conformance with Applicable Legal Requirements, and the Post-Closure Solar Permit; iv. applicable law may prohibit and/or (4) the Post-Closure Solar Permit will require the use utilization of certain construction, operation, maintenance and removal procedures in connection with the use of the Premises for a the Solar Energy Facility; and v. Seller (5) Lessee is familiar with the condition and all aspects of the Premises; Premises to the extent disclosed in the Documented Site Conditions, and that it has that, upon its Notice of Commencement, will be deemed to have approved and accepted the same. b. (b) IT IS UNDERSTOOD AND AGREED THAT BUYER ▇▇▇▇▇▇ IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO ENVIRONMENTAL CONDITIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. c. SELLER (c) WITHOUT LIMITING ITS RIGHTS PURSUANT TO SECTION 9.9. ▇▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT IT HAS LEASED AND SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS”. SELLER LESSEE HAS NOT RELIED AND WILL NOT RELY ON, AND BUYER LESSOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY BUYER▇▇▇▇▇▇, ITS EMPLOYEES, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT BUYERLESSOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SELLER LESSEE ALSO ACKNOWLEDGES THAT THE ANNUAL LEASE PAYMENT REFLECTS AND TAKES INTO ACCOUNT THAT SELLER’S USE OF THE PREMISES IS BEING LEASED “AS-IS.” d. SELLER (d) LESSEE REPRESENTS TO BUYER LESSOR THAT SELLER LESSEE IS FAMILIAR WITH THE PREMISES AND HAS THAT, PRIOR TO ISSUANCE OF THE NOTICE OF COMMENCEMENT, LESSEE WILL HAVE CONDUCTED INSPECTIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS SELLER LESSEE DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF BUYER LESSOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. SELLER UPON THE DATE SET FORTH IN THE NOTICE OF COMMENCEMENT, ▇▇▇▇▇▇ SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER▇▇▇▇▇▇’S INVESTIGATIONS. SELLER ▇▇▇▇▇▇, UPON THE EFFECTIVE DATE, SHALL BE DEEMED, FOR AND ON BEHALF OF ITSELF AND ALL SUCCESSORS IN TITLE, TO HAVE WAIVED, RELINQUISHED AND RELEASED BUYER ▇▇▇▇▇▇ (AND BUYER▇▇▇▇▇▇’S EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH SELLER LESSEE MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER ▇▇▇▇▇▇ (AND BUYER▇▇▇▇▇▇’S EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS LEGAL REQUIREMENTS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF OR REGARDING THE PREMISES.