Common use of Environmental Matters Clause in Contracts

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment.

Environmental Matters. To the knowledge of Borrowerthe REIT, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower the REIT and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower the REIT or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower the REIT nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrowerthe REIT's knowledge has there ever been, on or in the Property of Borrower the REIT or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower the REIT nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment.

Environmental Matters. To Except for matters set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect Effect: (a) Parent Guarantor, the Borrower and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; ; (iib) Parent Guarantor, the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Parent Guarantor, the Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against Parent Guarantor, the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Property or operations Properties of Parent Guarantor, the Borrower or any of its Subsidiaries are subject Subsidiary contain or have contained any: underground storage tanks; asbestos-containing materials; landfills or dumps; hazardous waste management units as defined pursuant to RCRA or any comparable state law; or sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any Remedial Action comparable state law, in each case that would reasonably be expected to result in liability under Environmental Law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or other Liabilities and Costs arising from Parent Guarantor’s, the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) none of Parent Guarantor, the environment Borrower or from the violation of any Environmental Laws, which Remedial Action Subsidiary has received any written notice asserting an alleged liability or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor obligation under any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite Parent Guarantor’s, the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of Parent Guarantor’s, the Borrower’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation; and (h) Parent Guarantor and the Borrower have made available to the Administrative Agent complete and correct copies of a Contaminant into all material environmental site assessment reports, and studies on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that have been prepared within the environmentlast three (3) years and are in Parent Guarantor’s or the Borrower’s possession and relating to Parent Guarantor’s, the Borrower’s or any Subsidiary’s Properties or operations thereon.

Environmental Matters. To Except for such matters as set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), any Loan Party: (ia) the Property and operations of Borrower Loan Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the other Loan Parties has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Loan Parties contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Loan Parties’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) none of the environment Loan Parties has received any written notice asserting an alleged liability or from the violation of obligation under any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any other Loan Party’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Loan Parties’ Properties that could reasonably be expected to form the basis for a claim for damages or threatened Release compensation; and (h) the Loan Parties have provided to the Lenders complete and correct copies of a Contaminant into all material environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or any other Loan Party’s possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property and operations of Borrower Group Members and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Group Members have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and no Group Member has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against any Group Member or any of their respective Properties or as a result of any operations at the Properties; (d) none of the Properties of the Group Members contain or, to the Borrower’s knowledge, have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) except as permitted under applicable laws, there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials attributable to the operations of any Group Member at, on, under or from any Group Member’s Properties and there are no investigations, remediations, abatements, removals of Hazardous Materials required under applicable Environmental Laws relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries no Group Member has received any written notice asserting an alleged liability or claim obligation under any Environmental Laws with respect to the effect investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released or threatened to be Released from any real properties offsite the Group Member’s Properties and there are no conditions or circumstances that it is would reasonably be expected to result in the receipt of such written notice; (g) there has been no exposure of any Person or may be liable Property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any Group Member or threatened Release relating to any of their Properties that would reasonably be expected to form the basis for a Contaminant into claim against any Group Member for damages or compensation and, to the environmentBorrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and (h) the Group Members have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any Group Member’s possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (ia) the Property and operations of Borrower and each of its Subsidiaries comply the Purchaser are in all material respects compliance with all applicable Environmental Laws and all Environmental Permits; (b) the Purchaser has obtained all permits required under all applicable Environmental Laws necessary to operate its business; (c) the Purchaser is not the subject of any outstanding written order or Contract with any Governmental or Regulatory Authority or Person respecting (i) Environmental Laws; , (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental LawsAction, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release release or threatened release of a Contaminant into Hazardous Material or (iv) any Hazardous Activity; (d) the environment Purchaser has not received any written communication alleging that the Purchaser may be in violation of any Environmental LawsLaw, except as the same or any Environmental Permit, or may have been heretofore remedied; any liability under any Environmental Law; (ive) the Purchaser has no current contingent liability in connection with any Hazardous Activity or release of any Hazardous Materials into the indoor or outdoor environment (whether on-site or off-site); (f) to the Purchaser’s knowledge, there are no investigations of the business, operations, or currently or previously owned, operated or leased property of the Purchaser pending or threatened which could lead to the imposition of any liability pursuant to Environmental Law; (g) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or located at any of its Subsidiaries the properties of the Purchaser any (except in compliance in all material respects with all applicable Environmental Laws): (Ai) any underground storage tanks, (Bii) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons material or (Eiii) any chlorinated or halogenated solventsequipment containing polychlorinated biphenyls; and and, (vh) neither Borrower nor any of its Subsidiaries the Purchaser has received any notice or claim provided to the effect Sellers all environmentally related audits, studies, reports, analyses, and results of investigations that it is have been performed with respect to the currently or may be liable to any Person as a result previously owned, leased or operated properties of the Release or threatened Release of a Contaminant into the environmentPurchaser.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on in Schedule 5.01(r), (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property 4.17 or operations of Borrower or any of its Subsidiaries are subject would not reasonably be expected to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect, as of the Closing Date: (i) the Real Property of each Credit Party and each of their Restricted Subsidiaries is free of contamination from any Hazardous Material; (ii) no Credit Party nor any Restricted Subsidiary of any Credit Party has caused or knowingly allowed to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Property; (iii) neither Borrower nor any the Credit Parties and each of its their Restricted Subsidiaries has filed any notice under applicable are and, except for matters which have been fully resolved, have, for the past three (3) years, been in compliance with all Environmental Laws; (iv) the Credit Parties and each of their Restricted Subsidiaries (A) have obtained, (B) possess as valid, uncontested and in good standing, and (C) are in compliance with all Environmental Permits required by Environmental Laws reporting for the operation of their respective businesses as presently conducted; (v) there is no Litigation by a Release of a Contaminant into the environment in violation of Governmental Authority arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses from, or that alleges criminal misconduct by, any Credit Party or any Restricted Subsidiary of any Credit Party; (vi) except as the same may for matters which have been heretofore remediedfully resolved, no written notice has been received by any Credit Party or any Restricted Subsidiary of any Credit Party identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes; and (ivvii) there is not nowthe Credit Parties and each of their Restricted Subsidiaries have provided to Agent copies of existing material environmental reports, nor reviews and audits relating to Borrower's knowledge has there ever been, on actual or in the Property potential material Environmental Liabilities and relating to any Credit Party or any Restricted Subsidiary of Borrower any Credit Party. (b) Each Credit Party hereby acknowledges and agrees that none of Agent or any of its Subsidiaries officers, directors, employees, attorneys, agents and representatives (except i) is now, or has ever been, in compliance in all material respects with all applicable Environmental Laws): control of any of the Real Property or any Credit Party’s or any Restricted Subsidiary of any Credit Party’s affairs, and (ii) has the capacity or the authority through the provisions of the Loan Documents or otherwise to direct or influence any (A) Credit Party’s or any underground storage tanksRestricted Subsidiary of any Credit Party’s conduct with respect to the ownership, operation or management of any of its Real Property, (B) undertaking, work or task performed by any asbestos-containing materialemployee, agent or contractor of any Credit Party or any Restricted Subsidiary of any Credit Party or the manner in which such undertaking, work or task may be carried out or performed, or (C) compliance of any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers Credit Party or other equipment, (D) any petroleum hydrocarbons Restricted Subsidiary of any Credit Party with Environmental Laws or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentEnvironmental Permits.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property and operations of Borrower Credit Parties, their respective Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; ; (iib) the Credit Parties and their respective Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and the Credit Parties and their respective Subsidiaries within all applicable statute of limitations periods have been and are in compliance with the terms and conditions of such Environmental Permits and with all other requirements of applicable Environmental Laws, and none of the Credit Parties or their respective Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against any Credit Party, their respective Subsidiaries or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Property Properties of the Credit Parties or operations of Borrower their respective Subsidiaries contain or have contained any: underground storage tanks; asbestos-containing materials; landfills or dumps; hazardous waste management units as defined pursuant to RCRA or any of its Subsidiaries are subject comparable state law; or sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Lawscomparable state law, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in each case in violation of any Environmental Laws, except Law or so as to give rise to liability of the same may have been heretofore remedied; Credit Parties under Environmental Law; (ive) there is not nowhas been no Release or, nor to the Borrower's knowledge has there ever been’s knowledge, on threatened Release, of Hazardous Materials at, on, under or in the Property of Borrower or from any of its Subsidiaries (except in compliance in all material respects with all the Credit Parties’ or their respective Subsidiaries’ Properties, and there are no investigations, remediation, abatements, removals, or monitoring of Hazardous Materials required of the Credit Parties under applicable Environmental Laws): Laws at such Properties; (Af) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers no Credit Party or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its respective Subsidiaries has received any written notice asserting an alleged liability or claim obligation of the Credit Parties under any applicable Environmental Laws with respect to the effect that it investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Credit Parties’ or any of their respective Subsidiaries’ Properties and, to the Borrower’s knowledge, there is no such written notice threatened; (g) there has been no exposure of any Person or may be liable Property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Credit Parties’ or threatened Release any of their respective Subsidiaries’ Properties that could reasonably be expected to form the basis for a Contaminant into claim for damages or compensation against the environmentCredit Parties under Environmental Laws; and (h) the Borrower has made available to the Administrative Agent copies of all environmental site assessment reports, and studies on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Borrower’s possession or reasonable control and relating to any of the Credit Parties’ or any of their respective Subsidiaries’ Properties or operations thereon.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property Borrower and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, investigations, requests for information or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Law that is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation, and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; and (h) the environmentBorrower has provided, or has caused its Subsidiaries to provide, to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Parent Guarantor and operations of the Borrower and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Parent Guarantor and the Borrower have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and neither the Parent Guarantor nor the Borrower have received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Parent Guarantor’s knowledge, threatened against the Parent Guarantor or the Borrower or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Parent Guarantor or the Borrower contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Parent Guarantor’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Parent Guarantor’s or the Borrower’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Parent Guarantor, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property. (iiif) neither the Parent Guarantor nor the Borrower nor has received any of its Subsidiaries has filed written notice asserting an alleged liability or obligation under any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Parent Guarantor’s or the Borrower’s Properties and, to the Parent Guarantor’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Parent Guarantor’s or threatened Release the Borrower’s Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Parent Guarantor and the Borrower have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters relating to any alleged or potential non-compliance with or liability under Environmental Laws that are in any of the environmentParent Guarantor’s or the Borrower’s possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would Except for such matters which could not reasonably be expected to have a Material Adverse Effect Effect: (a) Each Note Party’s Oil and except as set forth on Schedule 5.01(r), (i) the Property Gas Properties and operations thereon are, and within all applicable statute of Borrower and each of its Subsidiaries comply limitation periods have been in all material respects compliance with all applicable Environmental Laws. (b) The Note Parties have obtained all Environmental Permits required for the operations of their respective Oil and Gas Properties, with all such Environmental Permits being currently in full force and effect, and no Note Party has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) There are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Issuer’s knowledge, threatened against any Note Party or any Note Party’s Oil and Gas Properties or as a result of any operations at such Properties. (d) None of the Properties of any Note Party contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) There has been no Release or, to the Issuer’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any Note Party’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Issuer, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real Property. (f) No Note Party nor, to the environment or from knowledge of the violation Note Parties, any operator of any Environmental Laws, which Remedial Action Note Party’s Oil and Gas Properties has received any written notice asserting an alleged liability or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor obligation under any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite any Note Party’s Properties and, to the same may have been heretofore remedied; (iv) Issuer’s knowledge, there is not now, nor are no conditions or circumstances that could reasonably be expected to Borrower's knowledge has there ever been, on or result in the receipt of such written notice. (g) There has been no exposure of any Person or Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any Note Party’s Oil and Gas Properties that could reasonably be expected to form the basis for a claim for damages or threatened Release compensation and, to the Issuer’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure. (h) The Note Parties have provided to the environmentHolders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Issuer’s possession or control and relating to any Note Party’s Oil and Gas Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Parent and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Parent and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Parent or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Parent’s or the Borrower’s knowledge, threatened against the Parent or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Parent or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; or (iv) hazardous waste management units. (e) there has been no Release or, to the Parent’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Parent’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Parent, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property. (iiif) neither Borrower the Parent nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Parent’s or any Subsidiary’s Properties and, to the Parent’s or the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Parent’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Parent and the Subsidiaries have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentParent’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property and operations of Borrower Loan Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and to the Borrower’s knowledge, since December 31, 2021, have been in all material respects compliance with all applicable Environmental Laws; ; (iib) the Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Property Loan Parties has received any written notice or operations otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of Borrower any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Law that is pending or, to the Borrower’s knowledge, threatened in writing against the Loan Parties or any of its Subsidiaries are subject their respective Properties; (d) [reserved]; (e) except as permitted under applicable laws, there has been no Release or, to any Remedial Action or other Liabilities and Costs arising from the Release or Borrower’s knowledge, threatened Release Release, of a Contaminant into the environment Hazardous Materials at, on, under or from the violation of Loan Parties’ Properties; (f) no Loan Party has received any Environmental Laws, which Remedial Action written notice asserting an alleged liability or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor obligation under any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Loan Parties’ Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice; (g) [reserved]; and (h) the Loan Parties have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or that are in the Property of Borrower Loan Parties’ possession or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers control and relating to their respective Properties or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentoperations thereon.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property Credit Parties and operations of Borrower their respective Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and for the last three (3) years have been, in all material respects compliance with all applicable Environmental Laws; ; (iib) the Credit Parties and their respective Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Property Credit Parties and their respective Subsidiaries has received any written notice or operations otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of Borrower any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that are pending or, to the knowledge of any Credit Party, threatened against the Credit Parties and their respective Subsidiaries or any of its Subsidiaries are subject to their respective Properties or as a result of any Remedial Action or other Liabilities and Costs arising from operations at the Properties; (d) there has been no unauthorized Release or threatened unauthorized Release of a Contaminant into the environment Hazardous Materials at, on, under or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice the Credit Parties’ or their respective Subsidiaries’ Properties; and there is no investigation, remediation, abatement, removal, or monitoring of Hazardous Materials required under applicable Environmental Laws reporting a Release of a Contaminant into at such Properties, in each case so as to give rise to liability to the environment in violation of any Environmental Laws, except as the same may have been heretofore remediedCredit Parties or their Subsidiaries; and (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (ve) neither Borrower the Credit Parties nor any of its their respective Subsidiaries has received any written notice asserting an alleged liability or claim obligation under any applicable Environmental Laws with respect to the effect that it is investigation, remediation, abatement, removal, or may monitoring of any Hazardous Materials at, under, or Released or threatened to be liable to Released from any Person as a result real properties offsite the Credit Parties or their respective Subsidiaries’ Properties. The representations and warranties set forth in this Section 7.06 constitute the sole representations and warranties of the Release or threatened Release of a Contaminant into the environmentCredit Parties and their Subsidiaries relating to environmental matters, including Environmental Laws, Environmental Permits and Hazardous Materials.

Environmental Matters. To Except for such matters as set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Borrower: (ia) the Property Borrower and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property. (iiif) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Borrower and the Subsidiaries have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r), 4.19 hereto: (ia) the Property and operations of Borrower and each of its Subsidiaries comply the Purchaser are in all material respects compliance with all applicable Environmental Laws and all Environmental Permits; (b) the Purchaser has obtained all permits required under all applicable Environmental Laws necessary to operate its business; (c) the Purchaser is not the subject of any outstanding written order or Contract with any Governmental or Regulatory Authority or Person respecting (i) Environmental Laws; , (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental LawsAction, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release release or threatened release of a Contaminant into Hazardous Material or (iv) any Hazardous Activity; (d) the environment Purchaser has not received any written communication alleging that the Purchaser may be in violation of any Environmental LawsLaw, except as the same or any Environmental Permit, or may have been heretofore remedied; any liability under any Environmental Law; (ive) the Purchaser has no current contingent liability in connection with any Hazardous Activity or release of any Hazardous Materials into the indoor or outdoor environment (whether on-site or off-site); (f) to the Purchaser’s knowledge, there are no investigations of the business, operations, or currently or previously owned, operated or leased property of the Purchaser pending or threatened which could lead to the imposition of any liability pursuant to Environmental Law; (g) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or located at any of its Subsidiaries the properties of the Purchaser any (except in compliance in all material respects with all applicable Environmental Laws): (Ai) any underground storage tanks, (Bii) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons material or (Eiii) any chlorinated or halogenated solventsequipment containing polychlorinated biphenyls; and and, (vh) neither Borrower nor any of its Subsidiaries the Purchaser has received any notice or claim provided to the effect Sellers all environmentally related audits, studies, reports, analyses, and results of investigations that it is have been performed with respect to the currently or may be liable to any Person as a result previously owned, leased or operated properties of the Release or threatened Release of a Contaminant into the environmentPurchaser.

Environmental Matters. To Except as set forth in ▇▇▇▇▇▇▇ Disclosure Schedule Section 5.17, to the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the ▇▇▇▇▇▇▇ Entities: (ia) the Property ▇▇▇▇▇▇▇ Entities have not used, generated, treated, stored or disposed of any Hazardous Material at any properties owned, leased or operated by the ▇▇▇▇▇▇▇ Entities, other than Hazardous Material customarily used, generated, treated, stored or disposed of in connection with businesses similar to the ▇▇▇▇▇▇▇ Business; (b) the ▇▇▇▇▇▇▇ Entities have not caused the release, discharge, spillage, loss, seepage or filtration of any Hazardous Material and operations no such occurrence is threatened on, under, about or from such properties; (c) the ▇▇▇▇▇▇▇ Entities have not engaged in, and are not engaged in, the use, generation, production, manufacture, treatment, storage, disposal or transportation of Borrower Hazardous Material, other than Hazardous Material customarily used, generated, produced, manufactured, treated, stored, disposed or transported in connection with businesses similar to the ▇▇▇▇▇▇▇ Business; (d) to the knowledge of the ▇▇▇▇▇▇▇ Entities, none of the properties owned, leased or operated by the ▇▇▇▇▇▇▇ Entities contains or has contained any underground or above-ground tanks for the storage of Hazardous Material and each has not been remediated; (e) the ▇▇▇▇▇▇▇ Entities have disposed of its Subsidiaries comply all wastes, including those containing any Hazardous Material, in all material respects substantial compliance with all applicable Environmental Laws; Laws and Environmental Permits, and, to the knowledge of the ▇▇▇▇▇▇▇ Entities, the ▇▇▇▇▇▇▇ Entities have never received any written notice or claim of Liability for any off-site contamination; (iif) Environmental Permits have been obtained and are in full force and effect, or are in the process of being obtained, for the operations conducted at all properties owned, leased or operated by the ▇▇▇▇▇▇▇ Entities; (g) none of the Property properties owned, leased or operations operated by the ▇▇▇▇▇▇▇ Entities are listed or, to the knowledge of Borrower the ▇▇▇▇▇▇▇ Entities, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any similar state list of its Subsidiaries are subject to any Remedial Action sites requiring investigation or other Liabilities cleanup; (h) the ▇▇▇▇▇▇▇ Entities and Costs arising from each property owned, leased or operated by the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws▇▇▇▇▇▇▇ Entities has been and is in substantial compliance with all, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment is not in violation of any any, Environmental LawsLaws and Environmental Permits, except as the same may and there are no Governmental Orders outstanding, no claims with respect to Environmental Laws have been heretofore remediedinstituted or filed, and none are pending or, to the knowledge of the ▇▇▇▇▇▇▇ Entities, threatened relating to the ▇▇▇▇▇▇▇ Entities or their business, operations, assets or properties, owned, leased or operated; and (ivi) there is not now▇▇▇▇▇▇▇ has provided or made available to the WP Partners true, nor to Borrower's knowledge has there ever been, on or accurate and complete copies of any written information in the Property possession of Borrower or any the ▇▇▇▇▇▇▇ Entities (other than where such disclosure would result in the loss of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (Athe attorney-client privilege) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim which pertains to the effect that it is environmental history of all the properties owned, leased or may be liable to any Person as a result of operated by the Release or threatened Release of a Contaminant into the environment▇▇▇▇▇▇▇ Entities.

Environmental Matters. To Except for matters that, individually or in the knowledge of Borroweraggregate, except as have not had and would not reasonably be expected to have a Sun Material Adverse Effect Effect: (a) Sun and except as set forth on Schedule 5.01(r)the Sun Subsidiaries are now, and have been in the last three (i3) the Property and operations of Borrower and each of its Subsidiaries comply years, in all material respects compliance with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower Sun nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries Sun Subsidiary has received any notice written communication from a Person that alleges that Sun or claim any Sun Subsidiary is in violation of, or has liability or obligations under, any Environmental Law or any Permit issued pursuant to Environmental Law; (b) Sun and the effect that it is or may Sun Subsidiaries have obtained and are in compliance with all Permits required to be liable obtained pursuant to any Person Environmental Law applicable to Sun, the Sun Subsidiaries and the real properties of Sun and all such Permits are valid, in good standing and will not, to Sun’s Knowledge, be subject to modification or revocation as a result of the Release transactions contemplated by this Agreement; (c) there are no Environmental Claims pending or, to the Knowledge of Sun, threatened against Sun or threatened Release any of a Contaminant into the environmentSun Subsidiaries, nor is Sun or any of the Sun Subsidiaries aware of any basis for such Environmental Claim; (d) to Sun’s Knowledge, there have been no Releases of any Hazardous Material that could reasonably be expected to form the basis of any Environmental Claim against (i) Sun or any of the Sun Subsidiaries, or (ii) against any Person whose liabilities for such Environmental Claims Sun or any of the Sun Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and (e) neither Sun nor any of the Sun Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could reasonably be expected to form the basis of any Environmental Claim against Sun or any of the Sun Subsidiaries.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property. (iiif) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Borrower and the Subsidiaries have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except (a) Except as would not have a Material Adverse Effect and except as set forth on disclosed in Schedule 5.01(r3.2(39), the Purchaser, the operation of the Purchaser Business and the assets owned or used by the Purchaser have been and are in compliance with all Environmental Laws, including all Environmental Consents. (b) Except as disclosed in Schedule 3.2(39): (i) the Property and operations Purchaser has not been charged with or convicted of Borrower and each of its Subsidiaries comply in all material respects any offence for non-compliance with all applicable Environmental Laws, or been fined or otherwise sentenced or settled any prosecution short of conviction; and (ii) none there are no notices of judgment or commencement of proceedings of any nature and the Purchaser has never been investigated relating to any breach or alleged breach of Environmental Laws. (c) The Purchaser has obtained all Environmental Consents necessary to conduct the Purchaser Business and to own, use and operate their respective properties and assets. All such Environmental Consents are listed in Schedule 3.2(39) and complete and correct copies have been made available to the Vendors. (d) Except as disclosed in Schedule 3.2(39), there are no Hazardous Substances located on or in or under the surface of any Real Properties or Leased Premises of the Property Purchaser, and no Release of any Hazardous Substances has occurred on, in or operations from any Real Properties or Leased Premises or has resulted from the operation of Borrower or the Purchaser Business and the conduct of activities thereon. (e) Except as disclosed in Schedule 3.2(39), the Purchaser has not used any of its Subsidiaries Real Properties or Leased Premises to produce, generate, manufacture, treat, store, handle, transport or dispose of any Hazardous Substances except in compliance with Environmental Laws. (f) Except as disclosed in Schedule 3.2(39), there are subject to no underground or above-ground storage tanks or associated piping or appurtenances (active or abandoned), or urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls or radioactive substances located on or in or under the surface of any Remedial Action of the Real Properties or Leased Premises or other Liabilities assets used thereon. (g) Except as disclosed in Schedule 3.2(39), the Purchaser is not, and Costs arising from there is no basis upon which the Release Purchaser could become, responsible for any clean-up or threatened Release of a Contaminant into the environment or from the violation of corrective action under any Environmental Laws. The Purchaser has made available to the Vendors, which Remedial Action or other Liabilities copies of any environmental audits, site assessments and Costs would have a Material Adverse Effect; studies (iiiincluding all drafts thereof) neither Borrower nor concerning any of its Subsidiaries has filed the Real Properties and Leased Premises, or that are in any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim way related to the effect Purchaser Business, that it is has ever conducted or may be liable to any Person as a result of the Release that are in its possession or threatened Release of a Contaminant into the environmentcontrol.

Environmental Matters. To the knowledge of Borrower, except Except as would not have a Material Adverse Effect and except as set forth disclosed on Schedule 5.01(r)4.24: (a) to Shareholder’s Knowledge, (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there Company is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): Laws and was in compliance in all material respects with all Environmental Laws at all times in the past; (Ab) to Shareholder’s Knowledge, the Company has, and is in compliance in all material respects with, all Environmental Permits required to conduct the Business as it is currently conducted, and had, and was in compliance in all material respects with, all Environmental Permits required to conduct the Business as it was conducted at all times in the past; (c) the Company has not received and, to Shareholder’s Knowledge, there is no reasonable basis to expect it to receive, written Notice from any Governmental Authority, any private citizen acting in the public interest, the current or prior owner or operator of any current or former Facility, or any other Person, of (i) any underground storage tanks, actual or alleged violation or failure to comply with any material requirement under any Environmental Law or Occupational Safety and Health Law or (Bii) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers actual or alleged Cleanup Liability or other equipmentEnvironmental Liability; (d) to Shareholder’s Knowledge, the Company does not have any Cleanup Liability or other Environmental Liability in respect of any current or former Facility, any property adjoining any such Facility, or any assets used or held for use in the conduct of the Business; (De) any petroleum hydrocarbons to Shareholder’s Knowledge, except for Hazardous Materials stored, used or (E) any chlorinated or halogenated solventsprocessed in the Ordinary Course of Business and in compliance with all Environmental Laws and Environmental Permits, there are no Hazardous Materials at the Leased Facility; and except for Hazardous Activities conducted in the Ordinary Course of Business and in compliance in all material respects with all Environmental Laws and Environmental Permits, the Company has not permitted or conducted any Hazardous Activity at any current or former Facility; (vf) neither Borrower nor to Shareholder’s Knowledge, there has not been any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release by the Company of a Contaminant into any Hazardous Materials at or from any current or former Facility or any property adjoining any such current or former Facility; and (g) to Shareholders’ Knowledge, the environmentCompany has not assumed, undertaken, provided an indemnity in respect of or otherwise become subject to any Cleanup Liability or other Environmental Liability of another Person.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect on the Borrower: (a) The Borrower and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower Restricted Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) The Borrower and the Restricted Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and neither the Borrower nor any Restricted Subsidiary has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) There are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Restricted Subsidiary or any of their respective Properties or as a result of any operations at the Properties; (d) None of the Properties of the Borrower or any Restricted Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) There has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any of the Borrower’s or the Restricted Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) Neither the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its the Restricted Subsidiaries has filed have received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; (iv) Borrower’s or the Restricted Subsidiaries’ Properties and, to the Borrower’s knowledge, there is not now, nor are no conditions or circumstances that could reasonably be expected to Borrower's knowledge has there ever been, on or result in the Property receipt of Borrower such written notice; (g) There has been no exposure of any Person or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Restricted Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation; and (h) The Borrower has made available to Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or the Restricted Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of BorrowerSeller’s Knowledge, except as would not have a Material Adverse Effect and except as set forth on in Schedule 5.01(r4(i): (a) since December 31, 2002, the Acquired Companies and their respective businesses, operations, and properties have been and are in material compliance with all Environmental Laws and all permits, registrations, licenses, approvals, exemptions, variances, and other authorizations required of the Acquired Companies under material Environmental Laws (the “Environmental Permits”); (b) since December 31, 2003, the Acquired Companies have obtained or filed for all material Environmental Permits for their respective businesses, operations, and properties as they currently exist and all such Environmental Permits are currently in full force and effect; (ic) the Property Acquired Companies and operations of Borrower their respective businesses, operations, and each of its Subsidiaries comply in all properties are not subject to any pending or material respects with all applicable threatened claims, actions, suits, investigations, inquiries or proceedings under Environmental Laws; (iid) none there have been no material releases or threatened releases of Hazardous Substances on, under or from the properties of the Property Acquired Companies; and (e) the Acquired Companies have not received any written notice asserting an alleged liability or operations obligation under any Environmental Laws against the Acquired Companies with respect to the actual or alleged Hazardous Substance contamination of Borrower any property offsite of the properties of the Acquired Companies. To the Seller’s Knowledge, the Seller has made available to the Buyer complete copies of each report, study, assessment or similar document (including any drafts that were prepared by consultants and presented but not finalized) prepared with respect to any property or asset (owned now) of any Acquired Company. To the Seller’s Knowledge, except for those made available, no other such reports have been prepared for any Acquired Company or any of its Subsidiaries are subject their properties during the last four years. The Seller does not make any representation or warranty regarding any compliance or failure to comply with, or any Remedial Action actual or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of contingent liability under, any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental LawsLaw, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or expressly set forth in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentthis Section 4(i).

Environmental Matters. To the knowledge of Borrower, except Except as disclosed in Schedule 7.21 or as would not have reasonably be expected to result as a Material Adverse Effect and except as set forth on Schedule 5.01(r)Effect: (a) To the best of Borrower’s knowledge, no property currently owned or leased by Borrower is or has been used for the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of any “hazardous substances” or “hazardous wastes” which are regulated under Environmental Laws in a manner materially violating any Environmental Law; (ib) to the Property and operations best of Borrower’s knowledge, Borrower and each of its Subsidiaries comply is in all material respects compliance with all applicable Environmental Laws; (iic) none to the best of Borrower’s knowledge, Borrower has not released hazardous substances at, upon, under or within any property currently owned or leased by Borrower, (d) to the Property best of Borrower’s knowledge, there are not now any above-ground or underground storage tanks used or operated by Borrower at any property currently owned or leased by Borrower that are not in material compliance with Environmental Law; (e) to the best of Borrower’s knowledge, there are no transformers, capacitors or other items of Equipment containing polychlorinated biphenyls at levels in excess of 49 parts per million, violative of any applicable Environmental Law, at any property currently owned or leased by Borrower except for those owned or operated by utility companies; (f) to the best of Borrower’s knowledge, no hazardous substances are present at any property currently owned or leased by Borrower in a manner materially violating any Environmental Law; (g) to the best of Borrower’s knowledge, all permits and authorization required under Environmental Laws for all operations of Borrower have been duly issued and are in full force and effect, including but not limited to those for air emissions, water discharges and treatment, storage tanks and the generation, treatment, storage and disposal of hazardous substances; (h) to the best of Borrower’s knowledge, there are no past, pending or threatened environmental claims against Borrower or any property currently owned or leased by Borrower except for such claims which have been resolved; (i) to the best of its Subsidiaries are Borrower’s knowledge, there is no condition or occurrence on any property currently owned or leased by Borrower that could be anticipated (1) to form the basis of any environmental claim against Borrower or (2) to cause any property currently owned or leased by Borrower to be subject to any Remedial Action restrictions on its ownership, occupancy or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of transferability under any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentLaw.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Parent and operations of Borrower its Restricted Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Parent and its Restricted Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Parent or its Restricted Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Parent’s or the Borrower’s knowledge, threatened against the Parent or any Restricted Subsidiary or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Parent or any Restricted Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Parent’s or the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Parent’s or any Restricted Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Parent and the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither Borrower the Parent nor any of its Subsidiaries Restricted Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Parent’s or any Restricted Subsidiary’s Properties and, to the Parent’s and the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Parent’s or threatened Release its Restricted Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation; and (h) the Parent and its Restricted Subsidiaries have made available to the Lenders complete and correct copies of a Contaminant into all third party environmental site assessment reports and studies on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) reasonably requested by the environmentAdministrative Agent that are in any of the Parent’s or the Restricted Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on in Schedule 5.01(r)3.01(n) and, in each case of clauses (A) through (H) below, except (i) where the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; failure to so comply, (ii) none of where such actual or alleged liability or (iii) to the Property extent that such statements, if untrue, would not, individually or operations of Borrower or any of its Subsidiaries are subject in the aggregate, reasonably be expected to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): : (A) any underground storage tanks, the Transferred Business has secured and is in compliance with all Environmental Permits and is in compliance with all Environmental Laws; (B) any asbestos-containing materialsince June 30, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils1990, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower Ciba nor any of its Subsidiaries has received any notice written communication from a Governmental Entity that alleges that the Transferred Business is not in compliance with any Environmental Law or claim Environmental Permits; (C) there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings or investigations pending or, to the effect that it is knowledge of Ciba or may be liable any of its Subsidiaries, threatened, relating to compliance by the Transferred Business with, or liability of the Transferred Business under, any Environmental Law; (D) there are no Liens attached, asserted, or, to the knowledge of Ciba or any of its Subsidiaries, threatened against any of the Scheduled Real Property pursuant to any Person Environmental Law; (E) there have been no releases or, to the knowledge of Ciba or any of its Subsidiaries, threatened releases (as a result those terms are defined under Environmental Law) of Hazardous Substances on, from or adjacent to any of the Release Scheduled Real Property which could reasonably be expected to give rise to liability under any Environmental Law; (F) with respect to the Transferred Business, neither Ciba nor any of its Subsidiaries has received a request for information or threatened Release has been named a potentially responsible party regarding any Federal National Priority List site (as that term is defined under Environmental Law) or any other disposal site pursuant to any similar Environmental Law; (G) there are no other liabilities under any Environmental Law with respect to the Transferred Business; and (H) following the consummation of a Contaminant into the environmenttransactions contemplated by this Agreement and the Ancillary Agreements, all Environmental Permits will be transferable upon appropriate notification to relevant Governmental Entities.

Environmental Matters. To Except as reflected in the knowledge of BorrowerParent Financial Statements, and except as for any such matter that would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect Effect: (a) Each of Parent and except as set forth on Schedule 5.01(r)its Subsidiaries and its assets, (i) the Property real properties and operations of Borrower are in compliance with all Environmental Laws and each of Environmental Permits; (b) Neither Parent nor its Subsidiaries comply in all material respects have received any written notice from any Governmental Authority alleging, with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower respect to any such entity or any of its Subsidiaries are subject to any Remedial Action their respective assets, real properties (whether owned or other Liabilities and Costs arising from the Release leased or threatened Release of a Contaminant into the environment formerly owned or from leased) or operations, the violation of or liability under any Environmental LawsLaw (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit that remains pending or unresolved; (c) There are no actions, which Remedial Action suits, proceedings (including civil, criminal, administrative and dispute resolution proceedings), claims, causes of action, government investigations, orders, decrees or judgments pending or in effect, or, to the Knowledge of Parent, threatened by a Governmental Authority or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of third party against Parent or its Subsidiaries that allege a violation of or liability under any Environmental Law that remain pending or unresolved, and, to the Knowledge of Parent, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit, proceeding, claim, cause of action, investigation, order, decree or judgment that remain pending or unresolved; (d) There has filed any notice under applicable Environmental Laws reporting a been no Release of a Contaminant into the environment any Hazardous Material by Parent or its Subsidiaries in violation of Environmental Law at, on, under or from any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person real properties as a result of the Release operations of Parent or threatened Release its Subsidiaries that has not been remediated as required by any Environmental Law or otherwise adequately reserved for in the Parent Financial Statements; and (e) This Section 6.13 constitutes the sole and exclusive representation and warranty of a Contaminant into the environmentParent with respect to Environmental Permits, Hazardous Materials and Environmental Law.

Environmental Matters. To Except as described in the knowledge of BorrowerDisclosure Letter: (i) no Hazardous Material is contained in or has been used at or released from its Facilities other than in compliance with, except and as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r)reasonably be expected to result in liability under, (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable any Environmental Laws; (ii) none all Hazardous Materials used by it or stored on its Properties have been disposed of in accordance with, and as would not reasonably be expected to result in liability under, any Environmental Laws; (iii) neither it nor any of its Subsidiaries is potentially liable as a responsible party under any Environmental Law, including the Property federal Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), or comparable state statute, arising out of events occurring prior to the Effective Time; (iv) there have not been in the past, and are not now, any Hazardous Materials that have been released on or under or are migrating to or from its Facilities or any of its Properties; (v) there have not been in the past, and are not now, any underground tanks or physical structures or vessels holding Hazardous Materials at, on or under any of its Properties including treatment or storage tanks, sumps, lagoons, basins, or water, gas or oil ▇▇▇▇▇; (vi) there are no polychlorinated biphenyls (“PCBs”) deposited, stored, disposed of or located on any of its Properties or Facilities or any equipment on any of its Properties containing PCBs at levels in excess of levels permitted by Law; (vii) it and its Subsidiaries and Affiliates are not subject to any consent orders, decrees, notices of violation, injunctions, directives or orders from any Governmental Authority or any indemnity or other agreement with any third party relating to obligations, costs or liabilities arising under any Environmental Law; (viii) its Facilities and its and its Subsidiaries’ activities and operations have at all times complied with all Environmental Laws; (ix) it and its Subsidiaries have received no notice of Borrower any noncompliance with, or liability under, any Environmental Laws regarding its Facilities or any of its Properties or its past or present operations; and (x) no claims, notices, administrative actions, information requests or suits are pending or, to its knowledge, threatened relating to any actual or potential violation, liability or obligation by it or any of its Subsidiaries are subject with respect to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment.

Environmental Matters. To (a) The facilities presently or formerly occupied or used by Rocky Mountain I and any other real property presently or formerly owned by, used by or leased to or by Rocky Mountain I (collectively, the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r"Rocky Mountain I Property"), the existing and prior uses of such Property and all operations of the businesses of Rocky Mountain I comply and have at all times complied with all Environmental Laws and Rocky Mountain I is not in violation of nor has it violated, in connection with the ownership, use, maintenance or operation of such property or the conduct of its business, any Environmental Law. (b) Rocky Mountain I has all necessary permits, registrations, approvals and licenses required by any Governmental Authority or Environmental Law. (c) Except as disclosed in the Rocky Mountain I Disclosure Letter, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any kind on, beneath or above such Property or into the environment surrounding such Rocky Mountain I Property of any Hazardous Materials. (d) There has been no past, and there is no current or anticipated storage, disposal, generation, manufacture, refinement, transportation, production or treatment of any Hazardous Materials at, upon or from such Rocky Mountain I Property. No asbestos-containing materials, underground improvements (including, but not limited to the treatment or storage tanks, sumps, or water, gas or oil ▇▇▇▇▇) or polychlorinated biphenyls (PCBs) transformers, capacitors, ballasts, or other equipment which contain dielectric fluid containing PCBs at levels in excess of fifty parts per million (50 PPM) are located on such Rocky Mountain I Property. (e) There are no claims, notices of violations, notice letters, investigations, inquiries or other proceedings now pending or threatened by any Governmental Authority or third party with respect to the business or any Property of Rocky Mountain I (or any predecessor in interest) in connection with (i) the Property and operations any actual or alleged failure to comply with any requirement of Borrower and each of its Subsidiaries comply in all material respects with all applicable any Environmental LawsLaw; (ii) none the ownership, use, maintenance or operation of the Property or operations of Borrower or by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from person; (iii) the Release or threatened Release of a Contaminant into the environment or from the alleged violation of any Environmental Laws, which Remedial Action Law; or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property suspected presence of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentHazardous Material thereon.

Environmental Matters. To the knowledge of Borrower(a) Except as has not resulted, except as and would not have reasonably be expected to result, individually or in the aggregate, in a NV5 Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (i) the Property each NV5 Entity is, and operations of Borrower and each of its Subsidiaries comply since December 31, 2021 has been, in all material respects compliance with all applicable Environmental Laws; , and no NV5 Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any NV5 Entity with applicable Environmental Laws that remains unresolved; (ii) none each NV5 Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened in writing to revoke any such Environmental Permit, and each NV5 Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to NV5’s Knowledge, threatened against any NV5 Entity, or any Person as to which a NV5 Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no NV5 Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the Property properties currently or to NV5’s Knowledge, formerly owned, leased or operated by any NV5 Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any NV5 Entity under Environmental Laws or otherwise give rise to Liability of any NV5 Entity, (ii) interfere with any NV5 Entity’s continued operations or (iii) impair the fair saleable value of any property of a NV5 Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any NV5 Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, a NV5 Material Adverse Effect; (vi) to NV5’s Knowledge, there is no site to which any NV5 Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no NV5 Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) NV5 has made available to Acuren complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the NV5 Entities, in each case, relating to the current or former properties or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentNV5 Entity.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r)4.21(a): (a) to the Sellers’ knowledge, the Sellers (isolely in relation to the Assets, the Business and the Transferred Real Property) the Property and operations of Borrower and each of its Subsidiaries comply are in all material respects compliance with all applicable Environmental Laws; , except where the failure to so comply would not reasonably be expected to have a Business Material Adverse Effect; (b) the Sellers are in possession of all Environmental Permits required for their operation of the Business as currently conducted and, to the Sellers’ knowledge, are in compliance with all of the requirements and limitations included in such Environmental Permits except where the failure to possess such Environmental Permits or to so comply would not reasonably be expected to have a Business Material Adverse Effect, and a true, accurate and complete list of such Environmental Permits is set forth on Schedule 4.21(b); (c) in the ordinary course of the conduct of the Business, the Sellers receive, store and use Hazardous Substances at the Transferred Real Property, but, to the Sellers’ knowledge, there are no Hazardous Substances in, on, at or under any of the Transferred Real Property or the Assets the amount and location of which would reasonably be expected to result in a material violation of or liability under Environmental Law; (d) no written notice, that is either unresolved or is resolved but was received after January 1, 2003, from any Governmental Authority or other party has been received by any Seller claiming that (i) the operation of the Business, the Assets or the Transferred Real Property is in violation of or has potential liability under any Environmental Law or Environmental Permit, or (ii) none any Seller is responsible or potentially responsible for the investigation or cleanup of the any Hazardous Substances at any Transferred Real Property or operations in connection with Hazardous Materials generated at the Transferred Real Property, except, in each case, for such violations, investigations or cleanups that would not reasonably be expected to have a Business Material Adverse Effect; (e) no Seller (solely in relation to the Business, the Assets or the Transferred Real Property) is the subject of Borrower any pending, or, to the Sellers’ knowledge, threatened litigation or proceeding in any of its Subsidiaries are subject to any Remedial Action forum, judicial or administrative, involving a demand for damages, injunctive relief, penalties or other Liabilities and Costs arising from the Release potential remedy with respect to liability under or threatened Release of a Contaminant into the environment or from the violation violations of any Environmental Law, except for such violations that would not reasonably be expected to have a Business Material Adverse Effect; (f) the Sellers (solely in relation to the Business, the Assets or the Transferred Real Property) have timely filed all reports and notifications required to be filed by them with respect to their properties and facilities and have generated and maintained all required records and data under all applicable Environmental Laws, which Remedial Action except where the failure to so file, generate or other Liabilities and Costs maintain would not reasonably be expected to have a Business Material Adverse Effect; and (iiig) neither Borrower nor to the Sellers’ knowledge, MCI has made available to the Purchasers all Phase I and Phase II Environmental Site Assessments for the Transferred Owned Real Property. Notwithstanding any other provision of its Subsidiaries has filed any notice under applicable this Agreement, the representations and warranties set forth in this Section 4.21 are the only representations and warranties relating to Environmental Laws reporting a Release of a Contaminant into or Environmental Permits made by Marconi and the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentSellers under this Agreement.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on in Schedule 5.01(r)4.20, and to the best of Able's Knowledge, (ia) the Property Able and operations of Borrower and each of its Subsidiaries comply in have obtained and maintain all material respects with all applicable Material Environmental LawsPermits necessary operate their Business; (iib) none Able and its Subsidiaries are and at all times have been in material compliance with, and have not been and are not in violation of or liable under, any Environmental Permit or any Environmental Law; (c) there are no past, pending, or threatened Environmental Claims against Able or its Subsidiaries in connection with the Property Business or operations any Site; (d) no Releases of Borrower Hazardous Materials have occurred at, from, in, to, on or under any Site and no Hazardous Materials are present in, on, about or migrating to or from any Site that could give rise to an Environmental Claim against Able or its Subsidiaries; (e) neither Able, its Subsidiaries, their predecessors have generated, recycled, discharged or released any Hazardous Material, or transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any off-Site location, which is reasonably likely to result in an Environmental Claim against Able or its Subsidiaries; (f) no Site or any property to which Able or any of its Subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Material, is a current or proposed Environmental Cleanup Site; (g) there are subject no Liens arising under or pursuant to any Remedial Action Environmental Law on any Site and there are no facts, circumstances or other Liabilities and Costs arising from conditions that could restrict or encumber, or result in the Release imposition of use restrictions under any Environmental Law with respect to the ownership, occupancy, development, use or threatened Release of a Contaminant into the environment or from the violation transferability of any Environmental Laws, which Remedial Action Site currently owned or other Liabilities and Costs would have a Material Adverse Effectoperated by Able or its Subsidiaries; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (ivh) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any are no underground storage tanks, (B) any active or abandoned, polychlorinated biphenyl containing equipment, or asbestos or asbestos-containing material, (C) materials at any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventsSite; and (vi) neither Borrower nor any Able and its Subsidiaries have provided Bracknell with all audits, assessments, reports, reviews and investigations relating to Able and each of its Subsidiaries has received any notice Subsidiaries, whether prepared internally or claim by external consultants, relating to the effect that it is existence or may be liable management of any issues or circumstances relevant to the Environment, including without limitation any such documentation relating to any Person as a result of the Release or threatened Release of a Contaminant into the environmentSite.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower the Restricted Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and the Restricted Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the Restricted Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, investigations, requests for information or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Law that is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Restricted Subsidiary or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Borrower or any Restricted Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Restricted Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Restricted Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Restricted Subsidiaries’ Properties that would reasonably be expected to form the basis for a claim for damages or compensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; (h) the environmentBorrower and the Restricted Subsidiaries have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower’s or the Restricted Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except as, individually or in the knowledge of Borroweraggregate, except as has not had and would not have a reasonably be expected to have, an Axcelis Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property and operations of Borrower Axcelis and each of its Subsidiaries comply (i) have been within the last five (5) years, and are, in all material respects compliance with all all, and are not subject to any liability with respect to noncompliance with any, applicable Environmental Laws; , (ii) none have and hold, or have applied for, all Environmental Permits necessary for the conduct of their business and the Property or operations use of Borrower their properties and assets, as currently conducted and used, and (iii) are in compliance with their respective Environmental Permits. (b) There are no Environmental Claims pending, nor to the Knowledge of Axcelis, threatened against Axcelis or any of its Subsidiaries are subject to any Remedial Action Subsidiaries, and none of Axcelis or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice notification of any allegation of actual or claim to the effect that it is or may be liable to potential responsibility for any Person as a result of the Release or threatened Release of a Contaminant any Hazardous Materials with respect to any location. (c) There have been no Releases of Hazardous Materials at any properties that are owned, operated, leased or used by Axcelis or any of its Subsidiaries, or to the Knowledge of Axcelis, at properties that were formerly owned, operated, leased or used by Axcelis or any of its Subsidiaries, that are reasonably likely to cause Axcelis or any of its Subsidiaries to incur liability pursuant to applicable Environmental Law. (d) None of Axcelis or any of its Subsidiaries (i) has entered into or agreed to any consent decree or consent order or is otherwise subject to any judgment, decree, or judicial or administrative Order relating to compliance with Environmental Laws or Environmental Permits, the environmentinvestigation, sampling, monitoring, treatment, remediation, response, removal or cleanup of Hazardous Materials, and no Proceeding is pending, or to the Knowledge of Axcelis is threatened, with respect thereto, or (ii) is an indemnitor by contract or otherwise in connection with any claim, demand, suit or action threatened or asserted by any third-party for any liability under any Environmental Law or otherwise relating to any Hazardous Materials.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations as currently conducted and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no written claims or demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties except in compliance with Environmental Laws, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release its Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation; and (h) the Borrower and its Subsidiaries have made available to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and material correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or the Subsidiaries’ possession or control and or operations thereon.

Environmental Matters. To Except as set forth on Schedule 9.19 or to the knowledge extent any of Borrower, except as the following would not have a Material Adverse Effect Effect: (a) The Borrower, each Obligated Party, and except as set forth on Schedule 5.01(r)all of their respective properties, (i) the Property assets, and operations of Borrower and each of its Subsidiaries comply are in all material respects compliance with all applicable Environmental Laws; (ii) none . The Borrower is not aware of, nor has the Borrower received written notice of, any past, present, or future conditions, events, activities, practices, or incidents which are reasonably likely to interfere with or prevent the material compliance or continued material compliance of the Property Borrower and the Obligated Parties with all Environmental Laws; (b) The Borrower and each Obligated Party have obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and the Borrower and the Obligated Parties are in material compliance with all of the terms and conditions of such permits; (c) No Hazardous Materials have been used, generated, stored, transported, disposed of on, or operations Released from any of the properties or assets of the Borrower or any Obligated Party by the Borrower or any Obligated Party, and to the knowledge of its Subsidiaries the Borrower, no Hazardous Materials are subject present at such properties, except in material compliance with Environmental Laws. The use which the Borrower and the Obligated Parties make and intend to any Remedial Action make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment any Hazardous Material on, in, or from the violation any of any their properties or assets except in compliance with Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; ; (iiid) neither Neither the Borrower nor any of the Obligated Parties nor any of their respective currently or previously owned or leased properties or operations is subject to any outstanding or, to the best of its Subsidiaries has filed knowledge, threatened order from or agreement with any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of Governmental Authority or other Person or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, except as the same may have been heretofore remedied; (ivii) there is not nowRemedial Action, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (Aiii) any underground storage tanks, Environmental Liabilities arising from a Release or threatened Release; (Be) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Neither the Borrower nor any of its Subsidiaries the Obligated Parties owns or operates a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., regulations thereunder or any comparable provision of state law. The Borrower and the Obligated Parties are in material compliance with all applicable financial responsibility requirements of all Environmental Laws; (f) Neither the Borrower nor any of the Obligated Parties has received filed or failed to file any notice or claim to the effect that it required under applicable Environmental Law reporting a Release; and (g) No Lien arising under any Environmental Law is or may be liable attached to any Person as a result property or revenues of the Release Borrower or threatened Release of a Contaminant into the environmentObligated Parties.

Environmental Matters. To the knowledge of Borrower, except (a) Except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r)reasonably be expected to have, (i) individually or in the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Lawsaggregate, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; : (iiii) neither Borrower nor any of no notice, notification, demand, request for information, citation, summons or complaint has been received, no order, judgment decree or injunction has been issued or is otherwise in effect, no penalty has been assessed, and no investigation, action, claim, suit or proceeding is pending or, to its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental LawsKnowledge, except as the same may have been heretofore remedied; (iv) there is not now, nor threatened with respect to Borrower's knowledge has there ever been, on or in the Property of Borrower it or any of its Subsidiaries (except or any of their respective predecessors) that relates to any Environmental Law or Hazardous Substance; (ii) it and its Subsidiaries (and their respective predecessors) are and have at all times been in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (viii) neither Borrower nor there are no liabilities or obligations of it or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation. (b) Other than as does not identify any actual or potential material violation of or material liability under Environmental Law, there has received been no environmental investigation, study, audit, test, review or other analysis conducted of which it has Knowledge in relation to its or its Subsidiaries’ current or prior business or any notice property or claim facility now or previously owned or leased by it or any of its Subsidiaries that has not been delivered to Parent and Merger Sub at least five Business Days prior to the effect that it is or may be liable to any Person as a result date hereof. (c) The consummation of the Release transactions contemplated hereby require no filings to be made or threatened Release actions to be taken pursuant to the New Jersey Industrial Site Recovery Act or the “Connecticut Property Transfer Law” (Sections 22a-134 through 22-134e of a Contaminant into the environmentConnecticut General Statutes).

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on in Schedule 5.01(r), (i4.17) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject would not reasonably be expected to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect, as of the Closing Date: (i) the Real Estate of each Credit Party and each of their Restricted Subsidiaries is free of contamination from any Hazardous Material; (ii) no Credit Party nor any Restricted Subsidiary of any Credit Party has caused or knowingly allowed to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) neither Borrower nor any the Credit Parties and each of its their Restricted Subsidiaries has filed any notice under applicable are and, except for matters which have been fully resolved, have, for the past three (3) years, been in compliance with all Environmental Laws; (iv) the Credit Parties and each of their Restricted Subsidiaries (A) have obtained, (B) possess as valid, uncontested and in good standing, and (C) are in compliance with all Environmental Permits required by Environmental Laws reporting a Release for the operation of a Contaminant into the environment in violation of their respective businesses as presently conducted; (v) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses from, or that alleges criminal misconduct by, any Credit Party or any Restricted Subsidiary of any Credit Party; (vi) except as the same may for matters which have been heretofore remediedfully resolved, no written notice has been received by any Credit Party or any Restricted Subsidiary of any Credit Party identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes; and (ivvii) there the Credit Parties and each of their Restricted Subsidiaries have provided to Agent copies of existing material environmental reports, reviews and audits relating to actual or potential material Environmental Liabilities and relating to any Credit Party or any Restricted Subsidiary of any Credit Party. (b) Each Credit Party hereby acknowledges and agrees that none of Agent, any other secured party under the Loan Documents or any of their respective officers, directors, employees, attorneys, agents and representatives (i) is not now, nor to Borrower's knowledge or has there ever been, on in control of any of the Real Estate or in any Credit Party’s or any Restricted Subsidiary of any Credit Party’s affairs, and (ii) has the Property capacity or the authority through the provisions of Borrower the Loan Documents or otherwise to direct or influence any (A) Credit Party’s or any Restricted Subsidiary of any Credit Party’s conduct with respect to the ownership, operation or management of any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanksReal Estate, (B) undertaking, work or task performed by any asbestos-containing materialemployee, agent or contractor of any Credit Party or any Restricted Subsidiary of any Credit Party or the manner in which such undertaking, work or task may be carried out or performed, or (C) compliance of any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers Credit Party or other equipment, (D) any petroleum hydrocarbons Restricted Subsidiary of any Credit Party with Environmental Laws or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentEnvironmental Permits.

Environmental Matters. To Except for such matters as set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Loan Parties: (ia) the Property and operations of Borrower Loan Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Loan Parties contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Loan Parties’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property. (f) none of the environment Loan Parties has received any written notice asserting an alleged liability or from the violation of obligation under any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Loan Parties’ Properties that could reasonably be expected to form the basis for a claim for damages or threatened Release compensation. (h) the Loan Parties have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except as disclosed in its Reports filed prior to the knowledge of Borrowerdate hereof and except for such matters that, except as would individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), it: (i) the Property and operations of Borrower and each of it and its Subsidiaries comply in all material respects has complied with all applicable Environmental LawsLaws (as defined below); (ii) none of the Property properties currently owned or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower operated by it or any of its Subsidiaries (except in compliance in all material respects including soils, any groundwater underlying such properties, surface water, buildings or other structures) are not contaminated with all any Hazardous Substances (as defined below) at levels that require investigation or cleanup under applicable Environmental Laws): ; (Aiii) the properties formerly owned or operated by it or any underground storage tanks, of its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by it or any of its Subsidiaries; (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (viv) neither Borrower it nor any of its Subsidiaries has received any written notice or claim to the effect that it is subject to liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither it nor any Subsidiary has been responsible for any release or threat of release of any Hazardous Substance; (vi) as of the date hereof neither it nor any Subsidiary has received any written notice, demand, letter, claim or request for information alleging that it or any of its Subsidiaries may be in violation of or liable under any Environmental Law; and (vii) neither it nor any of its Subsidiaries is subject to any Person as a result of the Release binding orders, decrees, injunctions or threatened Release of a Contaminant into the environmentother arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on in Disclosure Schedule 5.01(r(3.17), as of the Restatement Closing Date: (i) the Property and operations Real Estate is free of Borrower and each the presence of its Subsidiaries comply any Hazardous Material except for such presence that would not adversely impact the value or marketability of such Real Estate, that is not in all material respects with all applicable breach of Environmental Laws, and that would not result in, either individually or in the aggregate, Material Environmental Liabilities to the Credit Parties and their Subsidiaries; (ii) none no Credit Party has caused or suffered to occur any material Release of Hazardous Materials; (iii) the Property Credit Parties are, and have been in compliance with, all Environmental Laws, except for such noncompliance that would not result in, either individually or in the aggregate, Material Environmental Liabilities to the Credit Parties and their Subsidiaries; (iv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of Borrower their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in, either individually or in the aggregate, Material Environmental Liabilities to the Credit Parties and their Subsidiaries, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of its Subsidiaries Hazardous Materials, that are subject likely to any Remedial Action result in, either individually or other in the aggregate, Material Environmental Liabilities to the Credit Parties and Costs their Subsidiaries; (vi) there is no Litigation arising from the Release under or threatened Release of a Contaminant into the environment or from the violation of related to any Environmental Laws, which Remedial Action Environmental Permits or other Liabilities and Costs would have a Hazardous Material Adverse Effectthat seeks damages, penalties, fines, costs or expenses in excess of US$250,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (iiivii) neither Borrower no Credit Party has knowledge of, nor has any Credit Party received notice of its Subsidiaries has filed any notice under applicable actual, pending or threatened investigations, claims, orders, suits, actions or proceedings regarding the breach of any Environmental Laws reporting a Release or the provisions of a Contaminant into any Environmental Permits, or which may result in, either individually or in the environment aggregate, Material Environmental Liabilities to the Credit Parties and their Subsidiaries; (viii) the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to any Credit Party; (ix) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property; and (x) no Credit Party and no Subsidiary of any Credit Party (A) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (B) knows of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) or similar Environmental Laws, except as the same may have been heretofore remedied; . (ivb) there Each Credit Party hereby acknowledges and agrees that Agent (i) is not now, nor to Borrower's knowledge and has there not ever been, on in control of any of the Real Estate or in any Credit Party's affairs, and (ii) does not have the Property capacity through the provisions of Borrower the Loan Documents or otherwise to influence any Credit Party's conduct with respect to the ownership, operation or management of any of its Subsidiaries (except in Real Estate or compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers Laws or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentEnvironmental Permits.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), any Credit Party: (ia) the Property and operations of Borrower The Credit Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) The Credit Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Credit Parties have received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) There are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against the Credit Parties or any of their respective Properties or as a result of any operations at such Properties. (d) None of the Properties of the Credit Parties contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) There has been no Release or, to any Credit Party’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any Credit Party’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of any Credit Party, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action other real property. (f) No Credit Party has received any written notice asserting an alleged liability or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor obligation under any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as the same may have been heretofore remedied; (iv) under, or Released or threatened to be Released from any real properties offsite any Credit Party’s Properties and, to any Credit Party’s knowledge, there is not now, nor are no conditions or circumstances that could reasonably be expected to Borrower's knowledge has there ever been, on or result in the receipt of such written notice. (g) There has been no exposure of any Person or Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Credit Parties’ Properties that could reasonably be expected to form the basis for a claim for damages or threatened Release compensation. (h) The Credit Parties have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentCredit Parties’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except as disclosed in the knowledge of BorrowerSEC Reports, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower Company and each of its Subsidiaries comply (i) are, and at all times since January 1, 2015 were, in all material respects compliance with all applicable laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws; ”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) none have not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the Property presence, disposal or operations release of Borrower hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability or other obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the SEC Reports, (x) there are no proceedings that are pending, or to the Company’s knowledge, threatened, against the Company or any of its Subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation not aware of any issues regarding compliance with Environmental Laws, which Remedial Action including any pending or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any proposed Environmental Laws, except as or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the same may have been heretofore remedied; (iv) there is not nowcapital expenditures, nor to Borrower's knowledge has there ever been, on earnings or in competitive position of the Property of Borrower or any of Company and its Subsidiaries and (except in compliance in all z) none of the Company and its Subsidiaries anticipates material respects with all applicable capital expenditures relating to Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (a) Seller (i) the Property and operations of Borrower and each of its Subsidiaries comply in has obtained all material respects permits, licenses, letters, and certificates, that are required under any Environmental Law with all applicable Environmental Lawsrespect to the Owned Real Property; and (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): Laws with respect to the Owned Real Property including (A) the terms and conditions relating to obtaining and maintaining all permits, licenses, letters and certificates issued pursuant to any underground storage tanks, Environmental Law; (B) any asbestos-containing materialthe notice, record keeping and reporting requirements thereunder; (C) all applicable writs, orders, judgments, injunctions, governmental communications, decrees, information requests or demands issued pursuant to, or arising thereunder and (D) all requirements relating to the Release of Hazardous Substances. (b) To Seller’s Knowledge, (i) the Owned Real Property is not the subject of, nor has it been the subject of, any investigation for a violation of any Environmental Law; (ii) the Owned Real Property has not been subject to a deposit of any Hazardous Substance; (iii) neither Seller nor any third party has Released, used, generated, manufactured, stored, managed, utilized, or disposed in, at, on, or under the Owned Real Property any Hazardous Substance in violation of Environmental Law or so as to create any liability thereunder; (iv) there is not now in, on, or under the Owned Real Property any underground or above ground storage tanks or surface impoundments, any asbestos containing materials, or any polychlorinated biphenyls (PCB's) used as may be found in hydraulic oils, electrical transformers transformers, or other equipment; (v) no threatened or endangered species or protected natural habitat, flora or fauna exist on the Owned Real Property; (Dvi) any petroleum hydrocarbons no area of the Owned Real Property designated as a wetland or otherwise subject to the United States Army Corps of Engineers’ Section 404 permit requirements, is in violation of applicable Laws; (Evii) any chlorinated there are no ▇▇▇▇▇, drilling holes, wellheads, or halogenated solventsunderground storage tanks located on or under the Owned Real Property; and (vviii) neither Borrower the Owned Real Property, nor any portion thereof has been used as a landfill, waste disposal site (including construction waste), or burial site. (c) There is no (and, to Seller’s Knowledge there is no basis for any) Environmental Claim pending or, to Seller’s Knowledge, threatened, anticipated, or contemplated as of its Subsidiaries has received any notice or claim to the effect that it is or may be liable date of this Agreement against Seller with respect to any Person as a result of the Release Owned Real Property. (d) Seller has provided to Buyer true, complete and correct copies of all sampling results, environmental or threatened Release safety audits or inspections, or other written reports or correspondence, in any of the Seller’s possession or control, concerning environmental, health or safety issues as each pertains to exposures to Hazardous Materials, pertaining to any Owned Real Property, including any so-called Phase I, Phase II or other similar reports. For purposes of this Section 3.10, a Contaminant into Proceeding, liability or obligation shall be deemed to be “material” if the environmentsame cannot be reasonably completed and/or remedied within six (6) months following commencement thereof or the cost thereof exceeds $50,000 individually, or $100,000 in the aggregate.

Environmental Matters. To the knowledge of Borrower, except (A) Except as would not have a Material Adverse Effect and except as set forth disclosed on Schedule 5.01(r), 6.22 to ---------------------- ------------- this Agreement (i) the Property and operations of Borrower Energizer and each of its Subsidiaries comply in all material respects with all applicable Environmental LawsEnvironmental, Health or Safety Requirements of Law; (ii) none Energizer and its Subsidiaries have all material permits, licenses or other authorizations required under Environmental, Health or Safety Requirements of the Property Law and are in material compliance with such permits; (iii) neither Energizer, any of its Subsidiaries nor any of their respective present property or operations of Borrower operations, or, to Energizer's or any of its Subsidiaries Subsidiaries' knowledge, any of their respective past property or operations, are subject to or the subject of, any Remedial Action investigation known to Energizer or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other Liabilities and Costs agreement respecting: (A) any material violation of Environmental, Health or Safety Requirements of Law; (B) any material remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remediedenvironment; (iv) there is not now, nor to BorrowerEnergizer's or any of its Subsidiaries' knowledge has there ever been, on or in the Property property of Borrower Energizer or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any landfill, waste pile, underground storage tanks, (B) aboveground storage tanks, surface impoundment or hazardous waste storage facility of any asbestos-containing materialkind, (C) any polychlorinated biphenyls (PCB'sPCBs) used in hydraulic oils, electrical electric transformers or other equipment, (D) or any petroleum hydrocarbons asbestos containing material that would result in material remediation costs or (E) material penalties to Energizer or any chlorinated or halogenated solventsof its Subsidiaries; and (v) neither Borrower Energizer nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to material Contingent Obligation in connection with any Person as a result of the Release or threatened Release of a Contaminant into the environment. (B) For purposes of this Section 6.22 "material" means any noncompliance or ------------ other basis for liability which could reasonably be likely to subject Energizer or any of its Subsidiaries to liability, individually or in the aggregate with each other basis for liability under this Section 6.22, in excess of ------------- $25,000,000.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at the Properties; (d) none of the Properties of the Borrower and its Subsidiaries contain or, to the Borrower’s knowledge, have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties and there are no investigations, remediations, abatements, removals of Hazardous Materials required under applicable Environmental Laws relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) none of the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries Subsidiary has received any written notice asserting an alleged liability or claim obligation under any Environmental Laws with respect to the effect investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or any Subsidiary’s Properties and there are no conditions or circumstances that it is would reasonably be expected to result in the receipt of such written notice; (g) there has been no exposure of any Person or may be liable Property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of the Borrower’s or threatened Release any Subsidiary’s Properties that would reasonably be expected to form the basis for a claim for damages or compensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; and (h) the environmentBorrower and its Subsidiaries have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Borrower’s or any Subsidiary’s possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except for matters set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property Parent and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; ; (iib) none of the Property or operations of Borrower or any of Parent and its Subsidiaries are subject to any Remedial Action or other Liabilities have obtained all Environmental Permits required for their respective operations and Costs arising from the Release or threatened Release each of a Contaminant into the environment or from the violation of any Environmental Lawstheir Properties, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable such Environmental Laws): (A) any underground storage tanksPermits being currently in full force and effect, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower the Parent nor any of its Subsidiaries has received any written notice or claim otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that are pending or, to the effect that it is Parent’s or may be liable to the Borrower’s knowledge, threatened against the Parent or any Person of its Subsidiaries or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Parent or any of its Subsidiaries contain or have contained any: underground storage tanks; asbestos-containing materials; landfills or dumps; hazardous waste management units as defined pursuant to RCRA or any comparable state law; or sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Parent’s or the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Parent’s or any of its Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Parent and the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) none of the environmentParent or its Subsidiaries has received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Parent’s, Borrower’s or any Subsidiary’s Properties and, to the Parent or the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (g) there has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations and businesses of any of the Parent’s or its Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation; and (h) the Parent and the Borrower have made available to the Administrative Agent complete and correct copies of all environmental site assessment reports, and studies on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Parent’s, the Borrower’s or any Subsidiary’s possession or control and relating to the Parent’s or any of its Subsidiaries’ Properties or operations thereon.

Environmental Matters. To the knowledge of BorrowerIn each case, except as would to the extent not have reasonably likely to result in a Material Adverse Effect and except as set forth on Schedule 5.01(r)Effect, (i) the Property and operations of Borrower and each of its Subsidiaries comply is in all material respects compliance with all applicable Environmental Laws, and any past noncompliance has been fully resolved without any pending, on-going or future obligation or cost; (ii) none the Borrower and each of its Subsidiaries has obtained and maintained in full force and effect all Governmental Authorizations required pursuant to Environmental Laws for the Property operation of their respective business; (iii) to the Borrower and each Subsidiary’s knowledge, there are and have been no conditions, occurrences, violations of Environmental Law, or operations presence or Releases of Hazardous Material which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remediedSubsidiaries; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in are no pending Environmental Claims against the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanksSubsidiaries, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither the Borrower nor any of its Subsidiaries has received any notice written notification of any alleged violation of, or claim to the effect that it is liability pursuant to, Environmental Law or may be liable to any Person as a result of responsibility for the Release or threatened Release of, or exposure to, any Hazardous Materials; and (v) no Lien imposed pursuant to any Environmental Law has attached to any Collateral and, to the knowledge of any Loan Party, no conditions exist that would reasonably be expected to result in the imposition of such a Contaminant into the environmentLien on any Collateral.

Environmental Matters. To the knowledge (i) Each of BorrowerPGE and Target represents and warrants that, except as would not provided in Exhibit 2, the Option Assets have a Material Adverse Effect all times been, and except as set forth on Schedule 5.01(r)continue to be, (i) the Property used and operations of Borrower and each of its Subsidiaries comply operated in all material respects compliance with all applicable Environmental Laws; ; (ii) none of the Property Except as provided in Exhibit 3, there have been no past, and there are no pending or operations of Borrower threatened: (a) Environmental Claims, complaints, notices, requests for information or any of its Subsidiaries are subject investigations with respect to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the alleged material violation of any Environmental LawsLaw by either PGE or Target, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (b) complaints, notices or inquiries to or investigations of PGE or Target regarding potential liability under any Environmental Law; (iii) neither Borrower nor Except as provided in Section 5.1(H)(vi), there have not been, at or on any of its Subsidiaries the Option Assets any Releases of Hazardous Materials and there are no citations, notices or orders of noncompliance issued and outstanding to PGE or Target under any Environmental Law; (iv) Each of PGE and Target is the holder of and is in material compliance with all permits, certificates, approvals, licenses and other governmental authorizations relating to environmental matters and necessary for the ownership, operation, lease and use of the Option Assets, and no order has filed been issued, no Environmental Claim has been made, no penalty has been assessed and no investigation or review has occurred or is pending or threatened, by any notice Governmental Authority or any Person with respect to any alleged failure by either PGE or Target to have any license or permit required under applicable Environmental Laws reporting a Release in connection with the use of a Contaminant into the environment in violation Option Assets or to comply with any Environmental Laws or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or release of any Environmental LawsHazardous Material generated or Released by them; (v) Each of PGE and Target warrant that, except as provided in Exhibit 2 and Section 5.1(H)(vi), no condition exists with respect to the same may have been heretofore remedied; Option Assets that would represent an environmental liability to Last Chance, and that if such a condition does exist, that PGE and Target shall indemnify, defend, and hold harmless, Last Chance for any losses associated with such liability, including, but not limited to, any and all claims, judgments, damages, penalties, fines, costs, liabilities or other losses, sums paid in settlement of claims, attorney fees, consultant fees and expert fees. (ivvi) there is not now, nor to Borrower's knowledge has there ever been, PGE and Target acknowledge that a petroleum Release from an underground storage tank on or the Gold Ranch Casino Property was discovered in 1995. That Release resulted in the Property contamination of Borrower or any of its Subsidiaries the well(s) (except in compliance in all material respects with all applicable Environmental Laws): Permit No. 48834 and Permit No. 49019; Certificate No. 12799 and Certificate No. 12801) located inside the Casino building. Subsequent examination and characterization led PGE to cease using these ▇▇▇▇▇ and to install numerous monitoring ▇▇▇▇▇, ground water recovery ▇▇▇▇▇, soil vapor extraction points, and a treatment system, which continue to operate. It is expected that remediation will be concluded within twelve (A12) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; months following the Closing. PGE and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim Target shall indemnify Last Chance from and against liability for this Release to the effect that it is or may be liable to any Person as a result extent provided in Section 4(g)(vi) of the Release or threatened Release of a Contaminant into the environmentAsset Purchase Agreement.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any of the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation, and there are no conditions or circumstances that would reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; and (h) the environmentBorrower and the Subsidiaries have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Borrower’s or any Subsidiary’s possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on Schedule 5.01(r), in Section 5.21 of the Dis- closure Statement: (i) the Property and operations of Borrower and each of Shared Technologies and its Subsidiaries comply subsidiar- ies, and the properties and assets owned by them, and to the actual knowledge of Shared Technologies, all proper- ties operated, leased, managed or used by Shared Technolo- ▇▇▇▇ and its subsidiaries are in all material respects compliance with all applicable Environmental Laws; Laws except where the failure to be in compliance would not, individually or in the aggre- gate, have a Shared Technologies Material Adverse Effect; (ii) none of the Property there is no Environmental Claim that is (1) pending or operations of Borrower threatened against Shared Technologies or any of its Subsidiaries subsidiaries or (2) pending or threatened against any person or entity or any assets owned by Shared Technologies or its subsidiaries whose liability for such Environmental Claim has been retained or assumed by con- tract or otherwise by Shared Technologies or any of its subsidiaries or can be imputed or attributed by law to Shared Technologies or any of its subsidiaries, the effect of any of which would, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; (iii) there are subject no past or present actions, activi- ties, circumstances, conditions, events or incidents aris- ing out of, based upon, resulting from or relating to the ownership, operation or use of any Remedial Action property or assets cur- rently or formerly owned, operated or used by Shared Tech- nologies or any of its subsidiaries (or any predecessor in interest of any of them), including, without limitation, the generation, storage, treatment or transportation of any Hazardous Materials, or the emission, discharge, dis- posal or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant any Haz- ardous Materials into the environment Environment which is presently expected to result in an Environmental Claim; (iv) no lien has been recorded under any Environmen- tal Law with respect to any material property, facility or from asset owned by Shared Technologies or any of its subsid- iaries; and to the violation actual knowledge of Shared Technolo- ▇▇▇▇, no lien has been recorded under any Environmental LawsLaw with respect to any material property, facility or asset, operated, leased or managed or used by Shared Tech- nologies or its subsidiaries and relating to or resulting from Shared Technologies or its subsidiaries operations, lease, management or use for which Remedial Action Shared Technologies or other Liabilities and Costs would have a Material Adverse Effect; its subsidiaries may be legally responsible; (iiiv) neither Borrower Shared Technologies nor any of its Subsidiaries sub- sidiaries has filed received notice that it has been identified as a potentially responsible party or any notice request for information under applicable the Comprehensive Environmental Laws reporting a Release Response, Compensation and Liability Act of a Contaminant into 1980, as amended ("CERCLA"), the environment in violation of Resource Conservation and Recovery Act, as amended ("RCRA"), or any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, comparable state law nor to Borrower's knowledge has there ever been, on or in the Property of Borrower Shared Technologies or any of its Subsidiaries subsidiaries received any notification that any Hazardous Materials that it or any of their respective predecessors in inter- est has used, generated, stored, treated, handled, trans- ported or disposed of, or arranged for transport for treatment or disposal of, or arranged for disposal or treatment of, has been found at any site at which any per- son is conducting or plans to conduct an investigation or other action pursuant to any Environmental Law; (except vi) to the actual knowledge of Shared Technologies, there has been no Release of Hazardous Materials at, on, upon, under, from or into any real property in compliance the vicin- ity of any property currently or formerly owned by Shared Technologies or any of its subsidiaries that, through soil, air, surface water or groundwater migration or con- tamination, has become located on, in all or under such prop- erties and, to the actual knowledge of Shared Technolo- ▇▇▇▇, there has been no release of Hazardous Materials at, on, upon, under or from any property currently or formerly operated, leased, managed or used by Shared Technologies or any of its subsidiaries that through soil, air, surface water or groundwater migration or contamination has become located on, in or under such properties as resulting from or relating to Shared Technologies or any of its subsid- iaries operations, lease, management or use thereof of for which Shared Technologies and any of its subsidiaries may be legally responsible; (vii) no asbestos or asbestos containing material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) or any polychlorinated biphenyls (PCB's) used in hydraulic oilsare contained within prod- ucts presently manufactured and, electrical transformers to the best knowledge of Shared Technologies manufactured at any time by Shared Technologies or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim subsidiaries and, to the effect that it actual knowledge of Shared Technologies there is no asbestos or may be liable asbestos containing material or any polychlorinated biphenyl in, on or at any property or any facility or equipment owned, operated, leased, managed or used by Shared Technologies or any of its subsidiaries; (viii) no property owned by Shared Technologies or any of its subsidiaries and to the actual knowledge of Shared Technologies, no property operated, leased, managed or used by Shared Technologies and any Person as a result of its subsidiaries is (i) listed or proposed for listing on the Release National Priori- ties List under CERCLA or threatened Release (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Informa- tion System List promulgated pursuant to CERCLA, or on any comparable list published by any governmental authority; (ix) no underground storage tank or related piping is located at, under or on any property owned by Shared Tech- nologies or any of a Contaminant into its subsidiaries or to the environmentactual knowledge of Shared Technologies, any property operated, leased, managed or used by Shared Technologies, nor to the actual knowledge of Shared Technologies, has any such tank or piping been removed or decommissioned from or at such property; (x) all environmental investigations, studies, audits, assessments or reviews conducted of which Shared Technologies has actual knowledge in relation to the current or prior business or assets owned, operated, leased, managed or used of Shared Technologies or any of its subsidiaries or any real property, assets or facility now or previously owned, operated, leased, managed or used by Shared Technologies or any of its subsidiaries have been delivered to ▇▇▇▇▇▇▇▇▇; and (xi) each of Shared Technologies and its subsidiaries has obtained all permits, licenses and other authoriza- tions ("Authorizations") required under any Environmental Law with respect to the operation of its assets and busi- ness and its use, ownership and operation of any real property, and each such Authorization is in full force and effect. (b) For purposes of Section 5.21(a):

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect on the Parent Guarantor or the Borrower: (a) The Parent Guarantor, the Borrower and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower their Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) The Parent Guarantor, the Borrower and their Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and neither the Parent Guarantor, the Borrower nor any Subsidiary has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) There are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to either the Parent Guarantor’s or the Borrower’s knowledge, threatened against the Parent Guarantor, the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at the Properties; (d) None of the Properties of the Parent Guarantor, the Borrower or any of their Subsidiaries contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) There has been no Release or, to the Parent Guarantor’s or the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any of the Parent Guarantor’s, the Borrower’s or their Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) Neither the environment or from Parent Guarantor, the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its their Subsidiaries has filed have received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; (iv) Parent Guarantor’s, the Borrower’s or their Subsidiaries’ Properties and, to the Parent Guarantor’s and the Borrower’s knowledge, there is not now, nor are no conditions or circumstances that could reasonably be expected to Borrower's knowledge has there ever been, on or result in the Property receipt of Borrower such written notice. (g) There has been no exposure of any Person or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Parent Guarantor’s, the Borrower’s or threatened Release their Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation; and (h) The Parent Guarantor and the Borrower has made available to Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentParent Guarantor’s, the Borrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except Except as would has not have resulted and could not reasonably be expected to result in a Material Adverse Effect on MeriStar and except as set forth on Schedule 5.01(rin Section 3.14 of the MeriStar Disclosure Letter or as disclosed in MeriStar Filed SEC Reports: (a) MeriStar and the MeriStar Subsidiaries (i) are in compliance with all applicable Laws relating to pollution, protection of the environment or health and safety (collectively, "Environmental Laws"), (iii) the Property hold all necessary permits, approvals, identification numbers and operations licenses ("Environmental Permits") under those Environmental Laws and (iii) are in compliance with their respective Environmental Permits; (b) neither MeriStar nor any MeriStar Subsidiary has received any requests for information, or been notified that it is a potentially responsible party, under CERCLA, or any similar Law of Borrower and each of its Subsidiaries comply in all material respects any state, locality or any other jurisdiction; (c) neither MeriStar nor any MeriStar Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with all applicable Environmental Laws; , Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to the knowledge of MeriStar, no investigation, litigation or other proceeding is pending or threatened with respect thereto, and no condition exists on any property currently or formerly owned or operated by MeriStar that is reasonably likely to lead to such investigation, litigation or proceeding; (iid) none of the Property real property currently or operations of Borrower formerly owned or leased by MeriStar or any MeriStar Subsidiary is listed or, to the knowledge of its Subsidiaries are subject MeriStar, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date of this Agreement, or any similar list of sites in the United States or any other jurisdiction requiring investigation or cleanup; and (e) ASC has been provided access to any Remedial Action all material reports in MeriStar's possession or other Liabilities control assessing the environmental condition of MeriStar's current and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Lawsformer owned properties, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iiireports are listed in Section 3.14(e) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentMeriStar Disclosure Letter.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (i) Except as set forth in Schedule 3.1(t) to the Seller Disclosure Letter or in compliance with applicable Environmental Laws, (A) to the best of Seller’s and Shareholders’ knowledge, Seller has never generated, transported, used, stored, treated, disposed of or managed any Hazardous Waste (as defined below); (B) while Seller has leased the real property listed on Schedule 5.01(r3.1(j)(ii) to the Seller Disclosure Letter, no Hazardous Material (as defined below) has ever been spilled, released or disposed of at the real property listed on Schedule 3.1(j)(ii), or has ever been located in the soil or groundwater at any such property; (iC) while Seller has leased the Property real property listed on Schedule 3.1(j)(ii), no Hazardous Material has ever been transported from any real property listed on Schedule 3.1(j)(ii) for treatment, storage or disposal at any other place; (D) to the best of Seller’s and Shareholders’ knowledge, Seller does not presently own, operate, lease or use any site on which underground storage tanks are located; and (E) while Seller has leased the real property listed on Schedule 3.1(j)(ii), no Security Interest has ever been imposed by any governmental agency on any of the Purchased Assets as a result of the violations of Environmental Laws (as defined below). (ii) Except as set forth in Schedule 3.1(t) to the Seller Disclosure Letter, (A) Seller has no material liability under, nor has it ever violated, any Environmental Law (as defined below) with respect to any property listed on Schedule 3.1(j)(ii) to the Seller Disclosure Letter; (B) each property listed on Schedule 3.1(j)(ii) and any facilities and operations of Borrower and each of its Subsidiaries comply thereon, are presently in all material respects compliance with all applicable Environmental Laws; (iiC) none of the Property Seller has never entered into or operations of Borrower or any of its Subsidiaries are been subject to any Remedial Action judgment, consent decree, compliance order or other Liabilities administrative order with respect to any environmental or health and Costs arising from safety matter or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any environmental or health and safety matter or the Release or threatened Release of a Contaminant into the environment or from the violation enforcement of any Environmental Laws, which Remedial Action or other Liabilities Law; and Costs would have a Material Adverse Effect; (D) Seller has no reason to believe that any of the items enumerated in clause (C) of this Subsection will be forthcoming. (iii) neither Borrower nor Except as set forth in Schedule 3.1(t) to the Seller Disclosure Letter, to the knowledge of Seller, no property listed on Schedule 3.1(j)(ii) to the Seller Disclosure Letter contains any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on asbestos or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's“PCB”s) used in hydraulic oilsor equipment containing PCBs, electrical transformers or any urea formaldehyde foam insulation. (iv) Seller shall provide to Buyer, at or prior to the Closing, copies of all documents, records, and information available to it concerning any environmental or health and safety matter relevant to Seller regarding any of the property listed on Schedule 3.1(j)(ii) to the Seller Disclosure Letter, whether generated by Seller or others, including, without limitation, environmental audits, environmental risk assessments, site assessments, documentation regarding off-site disposal of Hazardous Materials, spill control plans and reports, correspondence, permits, licenses, approvals, consents and other authorizations related to environmental or health and safety matters issued by any governmental agency. (v) For purposes of this Section 3.1(t), (i) “Hazardous Material” shall mean and include any hazardous waste, hazardous material, hazardous substance, petroleum product, oil, toxic substance, pollutant, contaminant or other equipmentsubstance which may pose a threat to the environment or to human health or safety, as defined or regulated under any Environmental Law; (Dii) “Hazardous Waste” shall mean and include any petroleum hydrocarbons hazardous waste as defined or (E) regulated under any chlorinated or halogenated solventsEnvironmental Law; and (viii) neither Borrower nor “Environmental Law” shall mean any of its Subsidiaries has received any notice environmental or claim to health and safety-related law, regulation, rule, ordinance or bylaw at the effect that it is foreign, federal, state or may be liable to any Person local level, whether existing as a result of the Release date hereof, previously enforced or threatened Release of a Contaminant into the environmentsubsequently enacted.

Environmental Matters. To Except for such matters as set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Parent or the Borrower: (ia) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or threatened against the Borrower or its Subsidiaries or any of their respective Properties or as a result of any operations at the Properties; (d) none of the Properties contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; or (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or threatened Release, of Hazardous Materials at, on, under or from any of the Borrower’s or their Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither the Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any written notice asserting an alleged liability or claim obligation under any applicable Environmental Laws with respect to the effect investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Parent’s, the Borrower’s or their Subsidiaries’ Properties and there are no conditions or circumstances that it is would reasonably be expected to result in the receipt of such written notice. (g) there has been no exposure of any Person or may be liable property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release its Subsidiaries’ Properties that would reasonably be expected to form the basis for a claim for damages or compensation and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; and (h) To the environmentextent requested by the Administrative Agent, the Borrower and its Subsidiaries have provided to the Administrative Agent complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower’s or its Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except as disclosed in Schedule 6.19: (a) to the knowledge Parent's knowledge, the Parent, each Subsidiary of Borrowerthe Parent, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r)all of their respective properties, (i) the Property assets, and operations of Borrower and each of its Subsidiaries comply are in all material respects compliance with all applicable Environmental Laws; (ii) none of neither the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower Parent nor any of its Subsidiaries has filed knowledge of, nor has the Parent or any Subsidiary of the Parent received notice of, any past, present, or future conditions, events, activities, practices, or incidents which interfere with or prevent the compliance or continued compliance of the Parent or its Subsidiaries with all Environmental Laws; (b) the Parent and its Subsidiaries have obtained and maintained, and are in material compliance with, all material Permits, licenses, and authorizations that are required under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; ; (ivc) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) , during the course of the Parent's or any of its Subsidiaries' ownership of or operations on any real Property, there has been no generation, treatment, recycling, storage, or disposal of hazardous waste, as that term is defined in 40 CFR Part 261 or any state equivalent, use of underground storage tankstanks or surface impoundments, (B) any asbestos-use of asbestos containing materialmaterials, (C) any or use of polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers transformers, or other equipmentequipment that could reasonably be expected to have a Material Adverse Effect, and the use which the Parent and its Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their properties or assets that could reasonably be expected to have a Material Adverse Effect; (d) neither the Parent, any of its Subsidiaries, nor any of their respective currently or previously owned or leased Properties or operations is subject to any outstanding or, to their knowledge, threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (Dii) Remedial Action, or (iii) any petroleum hydrocarbons Environmental Liabilities arising from a Release or threatened Release; (Ee) there are no conditions or circumstances associated with the currently or previously owned or leased Properties or operations of the Parent or any chlorinated Subsidiary of the Parent that could reasonably be expected to result in any Environmental Liabilities or halogenated solvents; and to have a Material Adverse Effect; (vf) neither Borrower the Parent nor any of its Subsidiaries is or operates a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the regulations thereunder, or any comparable provision of state law, and except as would not reasonably be expected to have a Material Adverse Effect, the Parent and each Subsidiary of the Parent is in compliance with all applicable financial responsibility requirements of all applicable Environmental Laws; (g) neither the Parent nor any of its Subsidiaries has received filed or failed to file any notice or claim to the effect that it is or may be liable required under applicable Environmental Law reporting an unauthorized Release; and (h) no Lien arising under any Environmental Law has attached to any Person as a result property or revenues of the Release Parent or threatened Release any Subsidiary of a Contaminant into the environmentParent.

Environmental Matters. To (a) The facilities presently or formerly occupied or used by Lube Ventures and any other real property presently or formerly owned by, used by or leased to or by Lube Ventures (collectively, the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r"Lube Ventures Property"), the existing and prior uses of such Lube Ventures Property and all operations of the businesses of Lube Ventures comply and have at all times complied with all Environmental Laws and Lube Ventures is not in violation of nor has it violated, in connection with the ownership, use, maintenance or operation of such property or the conduct of its business, any Environmental Law. (b) Lube Ventures has all necessary permits, registrations, approvals and licenses required by any Governmental Authority or Environmental Law. (c) There has been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any kind on, beneath or above such Property or into the environment surrounding such Lube Ventures Property of any Hazardous Materials. (d) There has been no past, and there is no current or anticipated storage, disposal, generation, manufacture, refinement, transportation, production or treatment of any Hazardous Materials at, upon or from such Lube Ventures Property. No asbestos-containing materials, underground improvements (including, but not limited to the treatment or storage tanks, sumps, or water, gas or oil ▇▇▇▇▇) or polychlorinated biphenyls (PCBs) transformers, capacitors, ballasts, or other equipment which contain dielectric fluid containing PCBs at levels in excess of fifty parts per million (50 PPM) are or have ever been located on such Lube Ventures Property. (e) There are no claims, notices of violations, notice letters, investigations, inquiries or other proceedings now pending or threatened by any Governmental Authority or third party with respect to the business or any Property of Lube Ventures (or any predecessor in interest) in connection with (i) the Property and operations any actual or alleged failure to comply with any requirement of Borrower and each of its Subsidiaries comply in all material respects with all applicable any Environmental LawsLaw; (ii) none the ownership, use, maintenance or operation of the Property or operations of Borrower or by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the person; (iii).the alleged violation of any Environmental Laws, which Remedial Action Law; or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not nowthe suspected presence of any Hazardous Material thereon. (f) Lube Ventures has never had the capacity to exercise control/manage and has never exercised control or management over any matter relating to its franchisees' manufacture, nor to Borrower's knowledge has there ever beenprocessing, on distribution, use, treatment, storage, disposal, transport, or in the Property handling of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentHazardous Material.

Environmental Matters. To Except as set forth in Schedule 5.14 and any environmental assessment or report listed therein: (i) to the knowledge of Borrowerthe Trust, except as would not no Hazardous Substances or Hazardous Wastes have a Material Adverse Effect and except as set forth on Schedule 5.01(r)been or are being released into the environment, (i) discharged into the Property and operations environment or disposed of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Lawsfrom, at, or under the Trust Properties; (ii) none to the knowledge of the Property Trust, no Hazardous Substances or operations of Borrower Hazardous Wastes have been or any of its Subsidiaries are subject to any Remedial Action being generated or other Liabilities and Costs arising treated at the Trust Properties or discharged from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental LawsTrust Properties, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effectexcept in compliance with applicable Laws (defined below); (iii) neither Borrower nor any to the knowledge of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental LawsTrust, no Hazardous Wastes have been or are being stored for more than 90 days or handled at or on the Trust Properties, except as the same may have been heretofore remediedin compliance with applicable laws; (iv) none of the Trust Properties are listed on, and the Trust has not received written or oral notice that any of the Trust Properties are being considered for inclusion on, the National Priorities List ("NPL"), the Comprehensive Environmental Response, Compensation and Liability Information System ("CERCLIS"), or any State or local listing of sites which are known or suspected to be contaminated by Hazardous Substances or Hazardous Wastes; (v) to the knowledge of the Trust, there is not noware no on-going, nor to Borrower's knowledge has and there ever beenhave been no, violations of any federal, state, or local law, statute, ordinance, rule or regulation ("Law") at any Trust Properties which could result in contamination of the land, surface water or groundwater from, at, on or in the Property of Borrower or under any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventssuch properties; and (vvi) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result knowledge of the Release Trust, no federal, state or threatened Release of a Contaminant into the environment.local governmental board,

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as (a) Except for matters set forth on Schedule 5.01(r)9.1.6 or that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect: (i) the Property and operations of Borrower Obligors and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (ii) the Obligors have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and neither the Company nor the other Obligors has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (iii) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party or any liability for investigation, remediation, removal, abatement, or monitoring of Hazardous Materials) under, any applicable Environmental Laws that is pending or, to the Obligors’ knowledge, threatened in writing against any Obligor or any of its Restricted Subsidiaries or any of their respective Properties or as a result of any operations at such Properties; (iv) there has been no Environmental Release or, to the Obligors’ knowledge, threatened Environmental Release, of Hazardous Materials at, on, under or from the Obligors’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Environmental Releases of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Obligors, none of such Properties are adversely affected by any Environmental Release or threatened Environmental Release of a Hazardous Material originating or emanating from any other real property; (v) there has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations and businesses of any of the Obligors’ Properties that would reasonably be expected to form the basis for a claim for damages or compensation; and (vi) none of the Properties of the Obligors contain any: (i) underground storage tanks; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effectasbestos-containing materials; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remediedlandfills or dumps; (iv) there is not now, nor hazardous waste management units as defined pursuant to Borrower's knowledge has there ever been, on or in the Property of Borrower RCRA or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers comparable state law; or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (b) The Obligors have made available to the Agent, to the extent requested by the Agent, complete and correct copies of all material written environmental site assessment reports, investigative reports, studies, analyses, and governmental correspondence, in each case on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of its Subsidiaries has received the Borrowers’ or any notice other Obligor’s possession or claim control and relating to the effect that it is their respective Properties or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentoperations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on in Disclosure Schedule 5.01(r)3.16 or for any matter for which notice has been given under Section 5.7, and except for any matter that would not reasonably be expected to result in any Credit Party incurring Environmental Liabilities in excess of $500,000 individually or $2,500,000 in the aggregate in a Fiscal Year, as of the Closing Date: (i) the Property and operations Owned Real Estate is free of Borrower and each contamination from any Hazardous Material; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Subsidiaries comply Real Estate; (iii) the Credit Parties are and have been in all material respects compliance with all applicable Environmental Laws; (iiiv) none of the Property or Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of Borrower their respective businesses as presently conducted or as proposed to be conducted, which compliance includes obtaining, maintaining and complying with required Environmental Permits and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party knows of any existing circumstances or conditions, including any Releases of its Subsidiaries are subject Hazardous Materials, which is likely to any Remedial Action result in an Environmental Liability; (vi) there is no unstayed Litigation arising under or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of related to any Environmental Laws, which Remedial Action Environmental Permits or other Hazardous Material that seeks damages, penalties, fines, costs or expenses or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no notice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes; and (viii) the Credit Parties have provided to the Administrative Agent copies of all existing environmental reports, reviews and audits in their possession, custody or control relating to the Owned Real Estate and material written information pertaining to any Environmental Liabilities of any Credit Party. (b) Each Credit Party hereby acknowledges and Costs agrees that the Administrative Agent (i) is not now, and has not ever been, in control of any of the Real Estate or any Credit Party's affairs, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence any Credit Party's conduct with respect to the ownership, operation or management of any of its Real Estate or compliance with Environmental Laws or Environmental Permits. (c) None of the items set forth on Disclosure Schedule 3.16 either individually or in the aggregate would be reasonably likely to have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment.

Environmental Matters. To the knowledge of Borrower, except (a) Except as would not have a Material Adverse Effect and except as set forth on described in Schedule 5.01(r), 2.22: (i) the Property properties, operations and operations activities of Borrower the Partnership are and each of its Subsidiaries comply at all times have been in all material respects compliance with all applicable Environmental LawsLaws in all respects; including without limitation by having all Licenses required to be obtained or filed by the Partnership under any Environmental Law in connection with any aspect of the operation of the Business, and the Partnership is in compliance with the terms and conditions of all such Licenses; (ii) none of the Real Property contains any Hazardous Material in amounts exceeding the levels permitted by applicable Environmental Laws as a result of the Partnership's operations or operations activities or, to the Knowledge of Borrower the Seller or ▇▇▇▇▇▇, for any other reason; (iii) during the past five years, the Partnership has not received any notices, demand letters or requests for information from any Governmental Entity or other Person indicating that the Partnership may be in violation of, or liable under, any Environmental Law, or relating to any of its Subsidiaries current or former assets; (iv) except with respect to matters that have been fully resolved with no continuing Liability to the Partnership, no reports have been filed, or are subject required to be filed, by (or relating to) the Partnership concerning any Remedial Action release of any Hazardous Material or other Liabilities and Costs arising from the Release threatened or threatened Release of a Contaminant into the environment or from the actual violation of any Environmental LawsLaw; (v) no Person or property has been exposed to Hazardous Material, which Remedial Action and no Hazardous Material has been disposed of, released or transported, in violation of any applicable Environmental Law to or from any Real Property or as a result of any activity of the Partnership; (vi) there have been no environmental investigations, studies, audits, tests, reviews or other Liabilities and Costs would analyses regarding compliance or noncompliance with any Environmental Law conducted by or on behalf of, or which are in the possession of, the Partnership or the Seller relating to the Business or the activities of the Partnership or any of the Real Property that have a Material Adverse Effectnot been delivered to the Buyers prior to the Effective Date; (iiivii) neither Borrower nor there are no underground storage tanks on, in or under any of its Subsidiaries has filed the Real Property, and no underground storage tanks have been closed or removed from any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment Real Property; (viii) there is no asbestos present in any of the Real Property in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanksLaw, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (vix) neither Borrower the Partnership nor any of its Subsidiaries has received assets is subject to any notice Liabilities relating to any suit, settlement, Law, judgment or claim asserted or arising under any Environmental Law; (x) the Partnership has satisfied and is currently in compliance with all financial responsibility requirements applicable to its operations and imposed by any Governmental Entity under any Environmental Laws; and (xi) there are no environmental conditions either (A) existing on the effect Partnership's property or (B) resulting from the Partnership's operations or activities, whether past or present, that it is or may be liable would give rise to any Person as a result on-site or off-site remediation obligations under any Environmental Laws. (b) As used herein, "Environmental Law" means any applicable Laws, License or agreement with any Governmental Entity relating in any manner to Hazardous Materials, pollution, contamination, or the protection of the Release environment enacted or threatened Release of a Contaminant into in effect in any and all jurisdictions in which the environmentPartnership owns property or conducts the Business.

Environmental Matters. 4.15.1 Except as may be set forth in BSFI Disclosure Schedule 4.15, with respect to BSFI and each BSFI Subsidiary: (A) Each of BSFI and the BSFI Subsidiaries, and to the Knowledge of BSFI and the BSFI Subsidiaries, the BSFI Loan Properties (as defined in Section 4.15.2) are, and have been, in material compliance with, and are not liable under, any Environmental Laws; (B) Neither BSFI nor any BSFI Subsidiary has received written notice that there is any material suit, claim, action, demand, executive or administrative order, directive, request for information, investigation or proceeding pending and, to the Knowledge of BSFI and the BSFI Subsidiaries, no such action is threatened, before any court, governmental agency or other forum against them or any BSFI Loan Property (x) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern (as defined herein), whether or not occurring at or on a site owned, leased or operated by BSFI, any of the BSFI Subsidiaries or on or at a BSFI Loan Property; (C) To the knowledge Knowledge of BorrowerBSFI and the BSFI Subsidiaries, the properties currently owned or operated by BSFI or any BSFI Subsidiary (including, without limitation, soil, groundwater or surface water on, or under the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Materials of Environmental Concern other than in amounts permitted under applicable Environmental Law; (D) To the Knowledge of BSFI and the BSFI Subsidiaries, there are no underground storage tanks on, in or under any properties owned or operated by BSFI or any of the BSFI Subsidiaries or any BSFI Loan Property, and no underground storage tanks have been closed or removed from any properties owned or operated by BSFI or any of the BSFI Subsidiaries or any BSFI Loan Property except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects compliance with all applicable Environmental Laws; and (iiE) none During the period of (a) BSFI’s or any of the Property BSFI Subsidiaries’ ownership or operations operation of Borrower any of their respective current properties or (b) BSFI’s or any of the BSFI Subsidiaries’ participation in the management of any BSFI Loan Property, to the Knowledge of BSFI and the BSFI Subsidiaries, there has been no material contamination by or material release of Materials of Environmental Concern in, on, under or affecting such properties. To the Knowledge of BSFI and the BSFI Subsidiaries, prior to the period of (x) BSFI’s or any of the BSFI Subsidiaries’ ownership or operation of any of their respective current properties or (y) BSFI’s or any of the BSFI Subsidiaries’ participation in the management of any BSFI Loan Property, there was no material contamination by or release of Materials of Environmental Concern in, on, under or affecting such properties. (F) Neither BSFI nor any other BSFI Subsidiary has conducted any environmental studies during the past five (5) years (other than Phase I studies or Phase II studies which did not indicate any contamination of the environment by Materials of Environmental Concern above reportable levels) with respect to any properties owned or leased by it or any of its Subsidiaries are subject Subsidiaries, or with respect to any Remedial Action BSFI Loan Property. 4.15.2 For purposes of this Section 4.15, “BSFI Loan Property” means any property in which BSFI or a BSFI Subsidiary holds a direct or indirect security interest securing to a loan or other Liabilities extension of credit made by them, including through a BSFI Loan Participation, and Costs arising from the Release or threatened Release of “BSFI Loan Participation” means a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action participation interest in a loan or other Liabilities and Costs would have extension of credit other than by BSFI or a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentBSFI Subsidiary.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Borrower: (ia) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or threatened against the Borrower or its Subsidiaries or any of their respective Properties or as a result of any operations at the Properties; (d) none of the Properties contain or have contained any: (i) underground storage tanks; (ii) asbestos containing materials in a friable condition or otherwise requiring abatement under Environmental Laws; or (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any similar state remedial priority list promulgated or published pursuant to any comparable state law; (e) there is no Release or threatened Release, of Hazardous Materials at, on, under or from any of Borrower’s or its Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property, (iiif) neither the Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any written notice asserting an alleged liability or claim obligation under any applicable Environmental Laws with respect to the effect investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or its Subsidiaries’ Properties and there are no conditions or circumstances that it is would reasonably be expected to result in the receipt of such written notice. (g) there has been no exposure of any Person or may be liable property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release its Subsidiaries’ Properties that would reasonably be expected to form the basis for a material claim for damages or compensation and there are no conditions or circumstances that would reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; and (h) the environmentBorrower and its Subsidiaries have made available to Lenders copies of all material environmental site assessment reports and other material documents relating to any alleged non-compliance with or liability under Environmental Laws that are in any of the Borrower’s or its Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Parent and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; ; (iib) none the Parent and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Lawstheir Properties, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable such Environmental Laws): (A) any underground storage tanksPermits being currently in full force and effect, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers and neither the Parent or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any written notice or claim to otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or threatened against the effect that it is Parent or may be liable to the Subsidiaries or any Person of their respective Properties or as a result of any operations at the Properties; (d) none of the Properties of any Credit Party or any DevCo contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; or (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or threatened Release, of Hazardous Materials at, on, under or from any of Credit Party’s or DevCo’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and none of such Properties are adversely affected by any Release or threatened Release of a Contaminant into Hazardous Material originating or emanating from any other real property; (f) neither the environmentParent nor the Subsidiaries has received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Parent’s or the Subsidiaries’ Properties and there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice; (g) there has been no exposure of any Person or property to any Hazardous Materials as a result of or in connection with the operations and businesses of any of the Parent’s or the Subsidiaries’ Properties that would reasonably be expected to form the basis for a claim for damages or compensation and there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and (h) the Parent and the Subsidiaries have provided to Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Parent’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on Schedule 5.01(r), (iSection 2.22(a) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities Disclosure Schedules, Seller is and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in for the Property of Borrower or any of its Subsidiaries past five (except 5) years, in compliance in all material respects with all applicable Environmental Laws): Laws and has no material liability under Environmental Laws or with respect to Hazardous Substances. (Ai) Except as set forth on Section 2.22(b)(i) of the Disclosure Schedules, Seller has timely applied for, obtained and maintains all material Permits required under Environmental Laws for the operation of the Business as currently operated; (ii) except as set forth on Section 2.22(b)(ii) of the Disclosure Schedules, Seller has not received any underground storage tankswritten notice proposing to revoke, (B) suspend or materially modify the terms of any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventssuch Permits; and (viii) neither Borrower nor any Section 2.22(b)(iii) of its Subsidiaries the Disclosure Schedules sets forth a true and complete list of all such Permits, all of which are, as of the Closing, valid and in full force and effect. (c) Except as set forth on Section 2.22(c) of the Disclosure Schedules, in the past five (5) years, or earlier for matters that remain unresolved, Seller (in connection with the Business) has not received any notice request for information from a Governmental Authority, or claim any written notice, order, summons, complaint, demand or letter from any Person, and there is no Action pending, or to the effect Knowledge of Seller, threatened, alleging, in either case, that it Seller is or may be liable has been in material violation of or subject to any Person material Liability under Environmental Laws or with respect to Hazardous Substances. (d) (i) Except as a result set forth on Section 2.22(d)(i) of the Release or threatened Disclosure Schedules, there has been no Release of a Contaminant into Hazardous Substances at, on, under or from any real property currently or formerly owned, operated, or leased by Seller, and (ii) except as set forth on Section 2.22(d)(ii) of the environmentDisclosure Schedules, Seller has not arranged, by contract, agreement or otherwise, for the transportation, treatment or disposal of Hazardous Substances at any location, except in each case (i) or (ii) as has not would reasonably be expected to result material Liability pursuant to Environmental Laws or with respect to Hazardous Substances. (e) Seller has made available to Buyer all environmental assessments and reports, material documents regarding Seller’s compliance with environmental laws or the environmental condition of any real property currently owned, operated or leased by Seller, or environmental compliance audits prepared within the past five (5) years, in each case, with respect to the Business.

Environmental Matters. To the knowledge of Borrower, except (a) Except as would not have not, individually or in the aggregate, reasonably be expected to result in any liability that is material to the Company and its Subsidiaries, taken as a Material Adverse Effect and except as set forth on Schedule 5.01(r), whole: (i) the Property and operations of Borrower Company and each of its Subsidiaries comply are and have been in all material respects compliance for the prior six years (or such shorter time as such Subsidiary shall have been in existence) with all applicable Environmental Laws, and possess, and are and have been in compliance for the prior six years (or such shorter time as such Subsidiary shall have been in existence) with , all Environmental Permits required under such Environmental Laws; (ii) none to the knowledge of the Property Company, there are no Materials of Environmental Concern at any property currently or operations formerly owned or operated by the Company or any of Borrower its Subsidiaries, except under circumstances that have not and are not reasonably likely to result in liability of the Company or any of its Subsidiaries are subject to under any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any applicable Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse EffectLaw; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower Company nor any of its Subsidiaries has received any notice written request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or claim similar state statute, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such request for information concerning any such release or threatened release, to the effect that it extent such matter has been resolved with the appropriate foreign, federal, state or local regulatory authority or otherwise; (iv) neither the Company nor any of its Subsidiaries has received any written notice, claim or complaint, or is or may be liable presently subject to any Person as a result proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and to the knowledge of the Release Company, no such matter has been threatened in writing; (v) each product of the Company or threatened Release any of a Contaminant into its Subsidiaries does and has complied for the environmentprior six years with all Environmental Laws applicable to the Company pertaining to: (A) the presence (or absence) of specified substances in electrical or electronic or other products; (B) registration or notification of chemical substances in products; labeling of product or product packaging as respects product content or as respects health, safety or environmental effects or as respects required end-of-life handling or disposition of products; and (C) coverage and payment of fees under an approved scheme for end-of-life, return and recycling of products or of product packaging; and (vi) in the prior six years, the Company has not received notice that the Company or any of its Subsidiaries is subject to liability under any Environmental Law for the use of any solid or hazardous waste transporter or treatment, storage or disposal facility. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental Matters. (a) Each of the Sellers and the Limited Companies has obtained and holds all Environmental Permits with respect to the Business and the MSX Assets; (b) Each of the Sellers and the Limited Companies is in compliance with all the terms, conditions and provisions of all (i) Environmental Permits and (ii) applicable Environmental Laws; (c) During the past 10 years there have not been any and currently there are no pending or, to the knowledge of the Seller, threatened Environmental Claims against or affecting any Limited Company, the Business or any of the MSX Assets, and none of the Sellers is aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against or affecting any of the Limited Companies, the Business or any of the MSX Assets; (d) Neither the Sellers nor any of the Limited Companies, nor, to the knowledge of the Sellers, any prior owner or lessee of any Site, has handled any Hazardous Material on any Site, except in compliance with applicable Environmental Laws; (e) No Releases of a Hazardous Material have occurred at, from, to, in, under or on any Site and there are no Hazardous Materials present in, on, about, at, under or migrating to any Site; (f) To the knowledge of Borrowerthe Sellers, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), there are no (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing materialactive or abandoned, (Cii) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons biphenyl containing equipment or (Eiii) asbestos containing material present at any chlorinated or halogenated solvents; and Site; (vg) neither Borrower Neither the Sellers in connection with the Business, nor any of its Subsidiaries the Limited Companies has received any notice liability or claim has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to or at any location (other than a Site) so as to give rise to any liability or Environmental Claim against or affecting Purchaser, the Sellers, any of the Limited Companies, the Business or any of the MSX Assets; (h) No Site 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; (i) There are no Liens (other than Permitted Liens) arising under or pursuant to any Environmental Law on any property owned or leased by any of the Limited Companies or by either of the Sellers and used or held for use in the Business, and to the effect that it is knowledge of the Sellers there are no facts or may be liable circumstances requiring the imposition of any Liens, restrictions or other special conditions with respect to the ownership, occupancy, development, use or transferability of any Site under any Environmental Law; and (j) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or on behalf of, which are in the possession of, either Seller or any of the Limited Companies in relation to any Person as a result Site which have not been delivered to Purchaser prior to the execution of the Release or threatened Release of a Contaminant into the environmentthis Agreement.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) To Mediconsult's Knowledge, no ethylene chloride or asbestos is contained in or has been used at or released from the Property Facilities; (ii) to Mediconsult's Knowledge, all Hazardous Materials have been disposed of in accordance with all Environmental and Safety Laws; (iii) to Mediconsult's Knowledge, Mediconsult and its Subsidiaries have received no written notice of any noncompliance of the Facilities or its past or present operations with Environmental and Safety Laws; (iv) no notices, administrative actions or suits are pending or, to Mediconsult's Knowledge, threatened relating to a violation of Borrower any Environmental and each Safety Laws at any of the Facilities or by Mediconsult or any of its Subsidiaries; (v) to Mediconsult's Knowledge, neither Mediconsult nor any of its Subsidiaries comply is a potentially responsible party under CERCLA, or any analogous state statute, arising out of events occurring prior to the Effective Time; (vi) to Mediconsult's Knowledge, there have not been in the past, and are not now, any Hazardous Materials on, under or migrating to or from the Facilities or any Property; (vii) to Mediconsult's Knowledge, there have not been in the past, and are not now, any underground tanks or underground improvements at, on or under any Property including without limitation, treatment or storage tanks, sumps, or water, gas or oil ▇▇▇▇▇; (viii) to Mediconsult's Knowledge, there are no polychlorinated biphenyls ("PCBs") deposited, stored, disposed of or located on the Property or Facilities or any equipment on the Property containing PCBs at levels in excess of 50 parts per million; (ix) to Mediconsult's Knowledge, there is no formaldehyde on the Property or in the Facilities, nor any insulating material containing urea formaldehyde in the Facilities; (x) Mediconsult's and its Subsidiaries' uses of and activities in the Facilities and Property have at all times complied in all material respects with all applicable Environmental and Safety Laws; and (iixi) none of the Property or operations of Borrower or any of Mediconsult and its Subsidiaries are subject have all the permits and licenses required to any Remedial Action or other Liabilities be issued under Environmental and Costs arising from the Release or threatened Release Safety Laws for their respective uses of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or activities in the Facilities and Property of Borrower or any of its Subsidiaries (except and are in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; the terms and (v) neither Borrower nor any conditions of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentthose permits.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on in Schedule 5.01(r)2.13, as relates to the Assets, to Sellers’ Knowledge: (i) Sellers have obtained all permits, licenses and other authorizations which are required in connection with the Property and operations conduct of Borrower and each the Hospital under regulations relating to pollution or protection of its Subsidiaries comply in all material respects with all applicable the environment, including regulations relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including without limitation ambient air, surface water, groundwater, or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes (“Environmental Laws; ”); (ii) none Sellers have obtained and are in material compliance with the terms and conditions of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or all permits, licenses and other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any authorizations required under Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; ; (iii) neither Borrower nor any of its Subsidiaries has filed any Sellers have not received notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may interfere with or prevent continued compliance with the permits, licenses and other authorizations referred to above or Environmental Laws, except as the same may have been heretofore remedied; ; (iv) there is not now, nor to Borrower's knowledge has there ever been, on No asbestos or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-equipment containing material, (C) any polychlorinated biphenyls (PCB's) used or leaking underground or above-ground storage tanks is contained in hydraulic oilsor located at any facility owned, electrical transformers leased or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and controlled by Sellers; (v) neither Borrower nor Sellers have fully disclosed all known past and present noncompliance with such Environmental Law, and all known past “releases” of a “reportable quantity” of any “hazardous substance”, or releases of its Subsidiaries has oil, that could form the basis of any claim, action, suit, proceeding, hearing or investigation under any Environmental Law; and (vi) Sellers have not received notice of any notice past or claim present events, conditions, circumstances, activities, practices, incidents, actions or plans that have resulted in or threaten to result in any common law or legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation under any Environmental Law with respect to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentHospital.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Parent Guarantor and operations of Borrower the Credit Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Parent Guarantor and the Credit Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and no Responsible Officer of any Credit Party has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the knowledge of a Responsible Officer of the Parent Guarantor, threatened, in writing, against the Parent Guarantor or any other Credit Party or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Parent Guarantor or any other Credit Party contain or to the knowledge of a Responsible Officer of the Parent Guarantor or Credit Party have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Parent Guarantor’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any Credit Party’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Parent Guarantor, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action other real property. (f) no Credit Party has received any written notice asserting an alleged liability or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor obligation under any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Credit Party’s Properties and, to the Parent Guarantor’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any Credit Party’s Properties that could reasonably be expected to form the basis for a claim for damages or threatened Release of a Contaminant into the environmentcompensation.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except (a) Except as set forth on Schedule 5.01(r)in Section 3.17 of the Disclosure Schedule, to the Company’s knowledge, (i) the Property Company and operations of Borrower and each of its Subsidiaries comply are and have been in all material respects compliance with all applicable Environmental Laws; (ii) none there has been no release or threatened release of the Property any pollutant, contaminant or operations of Borrower toxic or hazardous material, substance or waste, or petroleum or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of fraction thereof, (each a Contaminant “Hazardous Substance”) on, upon, into the environment or from any site currently or heretofore owned, leased or otherwise used by the violation of any Environmental Laws, which Remedial Action Company or other Liabilities and Costs would have a Material Adverse Effectits Subsidiaries; (iii) neither Borrower nor any of there have been no Hazardous Substances generated by the Company or its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may that have been heretofore remedieddisposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any Governmental Entity within or outside the United States; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any are no underground storage tankstanks located on, (B) any asbestos-containing material, (C) any no polychlorinated biphenyls (“PCBs”) or PCB's) -containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company or its Subsidiaries, except for the storage of hazardous waste in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventscompliance with Environmental Laws; and (v) neither Borrower nor the Company and its Subsidiaries have made available to Parent true and correct copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments in the possession of the Company, any Subsidiary of the Company, or any of its Subsidiaries has received their respective representatives or advisors. (b) For purposes of this Section 3.17, Environmental Laws means any notice law, regulation, or claim other applicable requirement (whether domestic or foreign) relating to the effect that it is or may be liable to any Person as a result of the Release (i) releases or threatened Release release of a Contaminant into Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none Section 5.19 of the Property ATS Disclosure Schedule, with respect to the ATS Assets and the ATS Business, ATS: (a) has not been notified that it is potentially liable under, has not received any request for information or operations other correspondence concerning its potential liability with respect to any site or facility under, and, to ATS' knowledge, is not a "potentially responsible party" under, the Comprehensive Environmental Response, Compensation and Liability Act of Borrower 1980, as amended, the Resource Conservation Recovery Act, as amended, or any of its Subsidiaries are subject similar state law; (b) has not entered into or received any consent decree, compliance order or administrative order issued pursuant to any Remedial Action Environmental Law; (c) is not a party in interest or other Liabilities and Costs arising from the Release in default under any judgment, order, writ, injunction or threatened Release of a Contaminant into the environment or from the violation decree of any Final Order issued pursuant to any Environmental Law; (d) has obtained all Environmental Permits required under Environmental Laws, which Remedial Action and has filed all applications, notices and other documents required to be filed prior to the date of this Agreement to effect the timely renewal or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any issuance of all Environmental Permits for the continued conduct of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or business in the Property of Borrower or any of its Subsidiaries manner now conducted; (except e) is in compliance in all material respects with all applicable Environmental Laws): , and is not the subject of or, to ATS' knowledge, threatened with any Legal Action involving a demand for damages or other potential liability, including any Lien, with respect to violations or breaches of any Environmental Law; (Af) has provided ATC with copies of all environmental site assessments, audits or other investigatory reports in its possession that pertain to any property currently owned, leased, operated or occupied by ATS; (g) has not installed or used any above ground or underground storage tanks, (B) any friable asbestos-containing material, (C) any polychlorinated biphenyls or urea formaldehyde foam insulation on any property currently owned, leased or operated by ATS and, to ATS' knowledge, there are no above ground or underground storage tanks, friable asbestos, polychlorinated biphenyls or urea formaldehyde foam insulation or any property currently owned, leased or operated by ATS; (PCB'sh) used has not disposed of, released, spilled or buried any Hazardous Materials (nor has any Person acting on its behalf done so) in hydraulic oilsviolation of Environmental Laws on any property or facility owned, electrical transformers leased, operated or occupied by ATS or to ATS' knowledge at any facility or site to which Hazardous Materials from or generated by ATS may have been taken at any time in the past; (i) has no knowledge of any disposal, release, spill or burial of any Hazardous Materials by ATS (or any Person acting on its behalf) on any property which could reasonably be expected to result or has resulted in contamination which requires investigation, remediation or other equipmentresponse activity on or beneath any properties or facilities currently owned, leased, operated or occupied by ATS; and (Dj) has no knowledge of any petroleum hydrocarbons past or (E) any chlorinated present Event related to ATS' properties, operations or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice business, which Event, individually or claim in the aggregate, could reasonably be expected to interfere with or prevent continued material compliance with all Environmental Laws applicable to the effect that it is conduct of ATS' business in the manner now conducted, or may which, individually or in the aggregate, could reasonably be liable expected to form the basis of any Person as a result of material Claim against ATS in connection with the Release release or threatened Release of a Contaminant release into the environmentenvironment of any Hazardous Material.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) With respect to environmental matters, (A) the Property properties and Assets of Target and its Subsidiaries have not violated and do not violate any order or requirement of any governmental authority or any Environmental Law, nor are there any conditions existing on, in, at, under, or about or resulting from the past or present operations of Borrower the Target’s and each its Subsidiaries’ properties and Assets that may give rise to any on-site or off-site investigation or remedial obligations under any Environmental Laws, and to Target's knowledge the ownership and/or operation of Target’s and its Subsidiaries comply Subsidiaries’ properties and Assets have been in all material respects compliance with all applicable Environmental Laws; (iiB) none of the Property or operations of Borrower or any of Target’s and its Subsidiaries Subsidiaries’ properties and Assets are not subject to any Remedial Action or other Liabilities and Costs arising from the Release existing, pending or threatened Release notice of violation, action, suit, investigation, inquiry or proceeding by or before any court, any applicable tribal authority or any other governmental authority or arbitrator with respect to environmental matters, nor has any such notice been issued that has not been fully satisfied and complied with in a timely manner so as to bring Target’s or its Subsidiaries’ properties and Assets into full compliance with Environmental Law; (C) no lien, deed notice or use restriction has been recorded pursuant to any Environmental Law with respect to Target’s or its Subsidiaries’ properties or Assets; (D) to Target's knowledge, all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with Target’s and its Subsidiaries’ operations, properties and Assets, including, without limitation, those relating to the past or present treatment, storage, disposal or release of a Contaminant hazardous substance or solid waste into the environment have been duly obtained or from the violation of any Environmental Lawsfiled, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of Target and its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except and are in compliance in with the terms and conditions of all material respects with all applicable Environmental Laws): (A) any underground storage tankssuch notices, (B) any asbestos-containing materialpermits, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oilslicenses and, electrical transformers or other equipment, (D) any petroleum hydrocarbons or similar authorizations; (E) any chlorinated to Target’s knowledge, all hazardous substances or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice solid waste generated at or claim to the effect that it is or may be liable to any Person as a result of Target’s and its Subsidiaries’ operations, properties and Assets have, since the Release effective date of the relevant requirements of RCRA, been transported, treated and disposed of only by carriers maintaining valid authorizations under RCRA and any other Environmental Law and only at treatment storage and disposal facilities maintaining valid authorizations under RCRA and any other Environmental Law, which carriers and facilities have been and are operating in compliance with such authorizations and are not the subject of any existing, pending or overtly threatened action, investigation or inquiry by any governmental authority in connection with any Environmental Law; (F) neither the Target or its Subsidiaries currently own or operate, nor in the past have owned or operated, any property that is on the United States Environmental Protection Agency’s National Priorities or CERCLIS list, or any similar list; (G) to Target’s knowledge, no hazardous substance or solid waste has been disposed of or otherwise released (including without limitation discharges or releases into pits) and there has been no threatened release of any hazardous substances or solid waste, on, to, from or as a result of Target’s and its Subsidiaries’ operations, properties or Assets except in compliance with Environmental Law, and there are no storage tanks or other containers on or under any of Target’s and its Subsidiaries’ properties and assets from which hazardous substances, petroleum products or other contaminants may be released into the surrounding environment; (H) neither Target nor its Subsidiaries has owned, operated or leased any real property other than the properties currently owned, leased or operated; and (I) to Target’s knowledge, there is no liability (contingent or otherwise) in connection with any release or threatened Release release of a Contaminant any hazardous substance or solid waste into the environment as a result of or with respect to the Assets. (ii) As used herein, the term “Environmental Law” shall mean any and all laws, statutes, ordinances, rules, regulations, notices, orders or determinations of any tribal authority or other governmental authority pertaining to health or the environment, including, without limitation, the Clean Air Act, as amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended; the Federal Water Pollution Control Act, as amended; the Occupational Safety and Health Act of 1970, as amended; the Resource Conservation, and Recovery Act of 1976 (“RCRA”), as amended; the Safe Drinking Water Act, as amended; the Toxic Substances Control Act, as amended; the Hazardous & Solid Waste Amendments Act of 1984, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Hazardous Materials Transportation Act, as amended; any state laws pertaining to the handling of oil and gas exploration or production wastes or the use, maintenance and closure of pits and impoundments; and any other environmental conservation or protection laws. For purposes of this Agreement, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided, however, that (A) to the extent the laws of the jurisdiction wherein any assets are located establish a meaning for “hazardous substance,” “release,” “solid waste” or “disposal” that is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply and (B) the terms “hazardous substance”and “solid waste” shall include all oil and gas exploration and production wastes that may present an endangerment to public health or welfare or the environment, even if such wastes are specifically exempt from classification as hazardous substances or solid wastes pursuant to CERCLA or RCRA or the state analogues to those statutes. For purposes of this Agreement, the term “governmental authority” includes the United States, the state, county, city, tribal and political subdivisions in which the Assets are located or which exercises jurisdiction over any of Target’s and its Subsidiaries’ operations, properties and Assets, and any agency, department, commission, board, bureau or instrumentality, or any of them, that exercises jurisdiction over any of the Target’s and its Subsidiaries’ operations, properties and Assets.

Environmental Matters. To (a) Except for such matters as set forth on Schedule 7.06 or that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Borrower: (i) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; . (ii) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (iii) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower's knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (iv) none of the Property or operations Properties of the Borrower or any of its Subsidiaries are subject Subsidiary contain or have contained any: (A) underground storage tanks; (B) asbestos-containing materials; (C) landfills or dumps; (D) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (E) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any Remedial Action comparable state law. (v) there has been no Release or, to the Borrower's knowledge, threatened Release, of Hazardous Materials at, on, under or other Liabilities and Costs arising from the Borrower's or any Subsidiary's Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property. (iiivi) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower's or any Subsidiary's Properties and, to the Borrower's knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivvii) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower's or threatened Release its Subsidiaries' Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (b) As of a Contaminant into the environmentEffective Date, the Borrower and its Subsidiaries have made available to the Lenders complete and correct copies of all environmental site assessment reports, investigations and studies, on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower's or the Subsidiaries' possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To Except for matters that, individually or in the knowledge of Borroweraggregate, except as have not had and would not reasonably be expected to have a Live Nation Material Adverse Effect Effect: (a) Live Nation and except as set forth on Schedule 5.01(r)the Live Nation Subsidiaries are now, (i) the Property and operations of Borrower and each of its Subsidiaries comply have always been, in all material respects compliance with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower Live Nation nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries Live Nation Subsidiary has received any notice written communication from a Person that alleges that Live Nation or claim any Live Nation Subsidiary is in violation of, or has liability or obligations under, any Environmental Law or any Permit issued pursuant to Environmental Law; (b) Live Nation and the effect that it is or may be liable Live Nation Subsidiaries have obtained and are in compliance with all Permits issued pursuant to any Person Environmental Law applicable to Live Nation, the Live Nation Subsidiaries and the Live Nation Real Properties and all such Permits are valid and in good standing and will not be subject to modification or revocation as a result of the Release transactions contemplated by this Agreement; (c) there are no Environmental Claims pending or, to the Knowledge of Live Nation, threatened against Live Nation or threatened Release any of a Contaminant into the environmentLive Nation Subsidiaries, nor is Live Nation or any of the Live Nation Subsidiaries aware of any basis for such Environmental Claim; (d) there have been no Releases of any Hazardous Material that could reasonably be expected to form the basis of any Environmental Claim against Live Nation or any of the Live Nation Subsidiaries or against any Person whose liabilities for such Environmental Claims Live Nation or any of the Live Nation Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and (e) neither Live Nation nor any of the Live Nation Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could reasonably be expected to form the basis of any Environmental Claim against Live Nation or any of the Live Nation Subsidiaries.

Environmental Matters. To the knowledge of Borrower, except (a) Except as would not have a Material Adverse Effect and except as set forth disclosed on Schedule 5.01(r), 5.21: (i) the Property and operations of Borrower Brightpoint and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; Environmental, Health or Safety Requirements of Law; (ii) none Brightpoint and its Subsidiaries have all material permits, licenses or other authorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits; (iii) neither Brightpoint, any of its Subsidiaries nor any of their respective present property or operations, or, to the Property or operations of Borrower best of, Brightpoint's or any of its Subsidiaries Subsidiaries' knowledge, any of their respective past property or operations, are subject to or the subject of, any Remedial Action investigation known to Brightpoint or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other Liabilities and Costs agreement respecting: (A) any material violation of Environmental, Health or Safety Requirements of Law; (B) any material remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; environment; (iv) there is not now, nor to Borrowerthe best of Brightpoint's or any of its Subsidiaries' knowledge has there ever been, been on or in the Property property of Borrower Brightpoint or any of its Subsidiaries (except in compliance in all any material respects with all applicable Environmental Laws): (A) any landfill, waste pile, underground storage tanks, (B) aboveground storage tanks, surface impoundment or hazardous waste storage facility of any asbestos-containing materialkind, (C) any polychlorinated biphenyls (PCB'sPCBs) used in hydraulic oils, electrical electric transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventsasbestos-containing material; and and (v) neither Borrower Brightpoint nor any of its Subsidiaries has received any notice material Contingent Obligation or claim to the effect that it is or may be liable to material contingent liability in connection with any Person as a result of the Release or threatened Release of a Contaminant into the environment. (b) For purposes of this Section 5.21 "material" means any noncompliance or basis for liability which could reasonably be likely to subject Brightpoint to liability individually or in the aggregate in excess of $250,000.

Environmental Matters. To the knowledge of BorrowerSeller’s Knowledge and except for any Effect which has not had, except as or would not have reasonably be expected to have, a Seller Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (i) the Property and operations of Borrower and each of its the Seller, the Seller Subsidiaries, properties owned or operated by the Seller or the Seller Subsidiaries, the Participation Facilities and the Loan Properties are and at all times since they became properties owned or operated by the Seller or the Seller Subsidiaries comply or, in all material respects the case of Participation Facilities or Loan Properties, since they became Participation Facilities or Loan Properties, as the case may be, have been in compliance with all applicable Laws, Orders and Contractual obligations relating to the environment, health, safety, natural resources, wildlife or “Hazardous Materials” which are hereinafter defined as chemicals, pollutants, contaminants, wastes, toxic substances, compounds, products, solid, liquid, gas, petroleum or other regulated substances or materials which are hazardous, toxic or otherwise harmful to health, safety, natural resources or the environment (“Environmental Laws”); (ii) none during and prior to the period of (a) the Property or operations of Borrower Seller’s or any of its Subsidiaries are subject to the Seller Subsidiaries’ ownership or operation of any Remedial Action of their respective current properties, (b) the Seller’s or other Liabilities and Costs arising from any of the Release Seller Subsidiaries’ participation in the management of any Participation Facility or threatened Release (c) the Seller’s or any of the Seller Subsidiaries’ holding of a Contaminant into the environment security interest in a Loan Property, Hazardous Materials have not been generated, treated, stored, transported, released or disposed of in, on, under, above, from the violation of or affecting any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effectsuch property; (iii) neither Borrower nor there is no asbestos or any material amount of its Subsidiaries has filed urea formaldehyde materials in or on any notice under applicable Environmental Laws reporting a Release of a Contaminant into property owned or operated by the environment in violation of Seller or any Environmental LawsSeller Subsidiary or any Loan Property or Participation Facility and no electrical transformers or capacitors, except as the same may have been heretofore remediedother than those owned by public utility companies, on any such properties contain any polychlorinated biphenyls; (iv) there is not noware no underground or aboveground storage tanks and there have never been any underground or aboveground storage tanks located on, nor to Borrower's knowledge has there ever been, on in or in under any properties currently or formerly owned or operated by the Property of Borrower Seller or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) Seller Subsidiary or any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers Loan Property or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventsParticipation Facility; and (v) neither Borrower the Seller nor any of its Subsidiaries Seller Subsidiary has received any notice from any Governmental Authority or claim to third Person notifying the effect that it is Seller or may be liable any Seller Subsidiary of any Environmental Claim; and (vi) there are no circumstances with respect to any properties currently owned or operated by the Seller or any Seller Subsidiary or any Loan Property or Participation Facility that could reasonably be anticipated (a) to form the basis for an Environmental Claim against the Seller or any Seller Subsidiary or any properties currently or formerly owned or operated by the Seller or any Seller Subsidiary or any Loan Property or Participation Facility or (b) to cause any properties currently owned or operated by the Seller or any Seller Subsidiary or any Loan Property or Participation Facility to be subject to any restrictions on ownership, occupancy, use or transferability under any applicable Environmental Law or require notification to or Consent of any Governmental Authority or third Person as a result of the Release or threatened Release of a Contaminant into the environmentpursuant to any Environmental Law.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property Borrower and operations of Borrower the other Loan Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and the other Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or the other Loan Parties has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (c) there are no claims, demands, suits, orders, inquiries, investigations, requests for information or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Law that are pending or, to any Loan Party’s knowledge, threatened against the Borrower or any other Loan Party or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Borrower or any other Loan Party contain or have contained any: (i) underground storage tanks; (ii) none asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s or any other Loan Party’s knowledge, threatened Release of Hazardous Materials at, on, under or from the Borrower’s or any other Loan Party’s Properties; there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties; and, to the knowledge of the Property or operations of Borrower or any other Loan Party, none of its Subsidiaries such Properties are subject to adversely affected by any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither the Borrower nor any other Loan Party has received any written notice asserting an alleged liability or obligation of its Subsidiaries has filed a Loan Party under any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any other Loan Party’s Properties and, to the Borrower’s or any other Loan Party’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the other Loan Parties’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation, and, to the Borrower’s or any other Loan Party’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of a Contaminant into notice regarding such exposure; and (h) the environmentBorrower has made available, or has caused the other Loan Parties to make available, to the Administrative Agent complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) relating to the Loan Parties’ respective Properties or operations thereon that were in any of the Borrower’s or the other Loan Parties’ possession or control on or prior to the Effective Date and, if requested by the Administrative Agent, any such reports, investigations, studies, analyses and correspondence received by any of the Loan Parties’ after the Effective Date.

Environmental Matters. To (a) Each of the knowledge of BorrowerAcquirer Entities and its assets, real properties and operations are in compliance with all Environmental Law and Environmental Permits, and have all Environmental Permits necessary for its operations as currently conducted, except as would not have be material to the Acquirer Entities, taken as a Material Adverse Effect whole; (b) as of the date hereof and except as set forth on Schedule 5.01(r)during the three-year period preceding the date of this Agreement, (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property Acquirer Entities has received any written notice that remains pending or operations of Borrower or unresolved from any of its Subsidiaries are subject Governmental Authority alleging, with respect to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from such Acquirer Entity, the violation of or liability under any Environmental LawsLaw (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit; (c) there are no actions, which Remedial Action suits, proceedings (including civil, administrative and dispute resolution proceedings), claims, government investigations, orders, decrees or other Liabilities and Costs would have judgments pending or in effect, or, to the Knowledge of Acquirer, threatened by a Material Adverse Effect; (iii) neither Borrower nor Governmental Authority against any of its Subsidiaries the Acquirer Entities which allege a violation of or any material liability under any Environmental Law; (d) as of the date hereof and during the three-year period preceding the date of this Agreement, there has filed any notice under applicable Environmental Laws reporting a been no Release of a Contaminant into any Hazardous Material by the environment in violation of Acquirer Entities at, on, under or from any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person real properties as a result of the Release operations of the Acquirer Entities that has not been remediated as required by any Environmental Law or threatened Release Environmental Permit or otherwise adequately reserved for in the Acquirer Financial Statements, except as would not be material to the Acquirer Entities, taken as a whole; and (e) this Section 4.10 constitutes the sole and exclusive representation and warranty of a Contaminant into the environmentAcquirer with respect to Environmental Permits, Hazardous Materials and Environmental Law.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Borrower: (ia) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that are pending or, to the knowledge of the Borrower, threatened against the Borrower or its Subsidiaries or any of their respective Properties or as a result of any operations at the Properties; (d) none of the Properties contain or have contained any: (i) underground storage tanks; (ii) asbestos containing materials in a friable condition or otherwise requiring abatement under Environmental Laws; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any similar state remedial priority list promulgated or published pursuant to any comparable state law; (e) there is no Release or threatened Release, of Hazardous Materials at, on, under or from any of Borrower’s or its Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property, (iiif) neither the Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any written notice asserting an alleged liability or claim obligation under any applicable Environmental Laws with respect to the effect investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or its Subsidiaries’ Properties and there are no conditions or circumstances that it is would reasonably be expected to result in the receipt of such written notice. (g) there has been no exposure of any Person or may be liable property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release its Subsidiaries’ Properties that would reasonably be expected to form the basis for a material claim for damages or compensation and, to the knowledge of a Contaminant into the environmentBorrower, there are no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and (h) the Borrower and its Subsidiaries have made available to Lenders copies of all material environmental site assessment reports and other material documents relating to any alleged non-compliance with or liability under Environmental Laws that are in any of the Borrower’s or its Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. (a) To the best knowledge of BorrowerFRI, except each of FRI and the FRI Subsidiaries is in substantial compliance with the provisions of all Environmental Laws, which compliance includes, but is not limited to, the possession by FRI or the FRI Subsidiaries, as would not appropriate, of all licenses, permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof, where the failure to comply with their terms and conditions could, singly or in the aggregate, have a Material Adverse Effect and except as set forth on Schedule 5.01(r)FRI. Except where the failure to comply could not, (i) singly or in the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Lawsaggregate, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) Effect on FRI, neither Borrower FRI nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its FRI Subsidiaries has received any notice communication (written or claim oral), whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that FRI or any of the FRI Subsidiaries is not in compliance with the provisions of all Environmental Laws, and there are no currently existing circumstances known to FRI that, if not corrected, could prevent such compliance in the future. (b) There is no Environmental Claim pending or, to the effect that it is best knowledge of FRI, threatened against FRI or may be liable to any of the FRI Subsidiaries or against any Person as a result whose liability for any Environmental Claim FRI or any of the Release FRI Subsidiaries has retained or threatened Release assumed either contractually or by operation of law and, to the best knowledge of FRI, there is no basis for any such claim that could, singly or in the aggregate, have a Contaminant into Material Adverse Effect on FRI. (c) Without in any way limiting the environmentgenerality of the foregoing, to the best knowledge of FRI, (a) there are no Materials of Environmental Concern present in any soil or groundwater at any property owned or operated by FRI or any FRI Subsidiaries, (b) there are no underground storage tanks present at any such property, and (c) no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any such property. (d) True, complete and correct copies of the written reports, and all parts thereof, of all environmental audits or assessments which have been conducted at any property owned or operated by FRI or any FRI Subsidiary (within the past five (5) years) have been made available to KKR.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (ia) the Property Company and operations of Borrower the Subsidiary and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws, (b) the Company and the Subsidiary have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and neither the Company nor the Subsidiary have received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied, (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Company’s knowledge, threatened against the Company or the Subsidiary or any of their respective Properties or as a result of any operations at such Properties, (d) none of the Properties of the Company or the Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law, (e) there has been no Release or, to the Company’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Company’s or the Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Company, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Lawsother real Property, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iiif) neither Borrower the Company nor the Subsidiary has received any of its Subsidiaries has filed written notice asserting an alleged liability or obligation under any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real Properties offsite the same may have been heretofore remedied; Company’s or the Subsidiary’s Properties and, to the Company’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice and (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Company’s or threatened Release of the Subsidiary’s Properties that could reasonably be expected to form the basis for a Contaminant into the environmentclaim for damages or compensation.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r)4.14, with respect to the Oyo Field: (ia) The CAMAC Parties and all associated operations are and, during the Property and operations relevant time periods specified in all applicable statutes of Borrower and each of its Subsidiaries comply limitations, have been in compliance with Environmental Laws in all material respects with respects; (b) The CAMAC Parties have all applicable Environmental Laws; (ii) none Authorizations required for their operations as presently conducted, all such Environmental Authorizations are in the name of the Property or operations of Borrower or any of its Subsidiaries proper entity and in full force and effect, and the CAMAC Parties are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable such Environmental Authorizations; (c) The CAMAC Parties are not subject to any pending or, to the CAMAC Parties’ Knowledge, threatened Action pursuant to Environmental Laws): (A) , nor has any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has CAMAC Party received any written notice of violation, noncompliance, or claim enforcement or any written notice of investigation or remediation from any Governmental Authority pursuant to Environmental Laws; (d) There has been no Release of Hazardous Materials at, on, under or from the effect assets or in connection with the operations of the Acquired Entities in violation of any Environmental Laws or in a manner that it is or may be liable could give rise to any Environmental Liabilities or any other remedial or corrective action obligations pursuant to Environmental Laws; (e) To the CAMAC Parties’ Knowledge, there has been no exposure of any Person as a result or property to any Hazardous Materials that could reasonably be expected to form the basis for any Environmental Liabilities or any Action for other Damages or compensation; and (f) The CAMAC Parties have made available for inspection by the PAPI Parties complete and correct copies of all environmental assessment and audit reports and studies and all correspondence addressing environmental obligations that are in the possession or control of the Release or threatened Release CAMAC Parties. (g) Notwithstanding any other provision of a Contaminant into this Agreement, the environmentrepresentations and warranties made in this Section 4.14 are the sole and exclusive representations and warranties made in this Agreement by the CAMAC Parties with respect to environmental matters.

Environmental Matters. To (a) Except as could not reasonably be expected to result, individually or in the knowledge of Borroweraggregate, except as would not have in a Material Adverse Effect and except as set forth on Schedule 5.01(r), Effect: (i) the Companies and their businesses, operations and Real Property are now and operations since February 5, 2013 have been in compliance with any applicable Environmental Law; (ii) the Companies have obtained and maintained all Environmental Permits required for the conduct of Borrower their businesses and each operations, and the ownership, operation and use of its Subsidiaries comply in all material respects with their Real Property, under all applicable Environmental Laws; (ii) none . The Companies are and since February 5, 2013 have been in compliance with the terms and conditions of such Environmental Permits and, to the knowledge of the Property or operations of Borrower or any of its Subsidiaries Loan Parties, all such Environmental Permits are subject to any Remedial Action or other Liabilities and Costs arising from the valid; (iii) except for matters that have been resolved, there has been no Release or threatened Release of a Contaminant into the environment Hazardous Materials on, at, under or from any Real Property or facility presently or, to the violation knowledge of any Environmental Lawsthe Loan Parties, which Remedial Action formerly, owned, leased or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor operated by any of its Subsidiaries the Companies that has filed resulted in, or is reasonably likely to result in, liability for any notice of the Companies under applicable Environmental Laws reporting a Release Law or the assertion of a Contaminant into an Environmental Claim against any of the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; Companies; (iv) there is not nowexcept for matters that have been resolved, nor no Company has received written notice regarding any pending or threatened Environmental Claim relating to Borrower's knowledge has there ever beenthe Real Property currently or formerly owned, on leased or in the Property of Borrower or operated by any of its Subsidiaries (except in compliance in all material respects with all applicable the Companies or relating to the operations of the Companies, and to the knowledge of the Loan Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of such an Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and Claim; (v) neither Borrower nor no Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any Order or agreement by which it is bound or has assumed by contract or agreement, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location. (b) As of its Subsidiaries has received any notice or claim the Closing Date, the Companies have made available to the effect that it is Lenders copies of all material records and files in the possession of, or may be liable to any Person as a result otherwise reasonably available to, the Companies concerning compliance with or liability or obligation under Environmental Law, including those concerning the environmental condition of the Release or threatened Release of a Contaminant into Real Property, that have been reasonably requested by the environmentLead Arrangers.

Environmental Matters. To the knowledge (a) Except for instances of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects noncompliance with all applicable Environmental Laws; (ii) none or exceptions to any of the Property following representations and warranties that could not have, individually or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from in the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Lawsaggregate, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; : (i) Each of the Loan Parties and all of their respective Properties and operations are in full compliance with all Environmental Laws. No Loan Party is aware of, and no Loan Party has received written notice of, any past, present or future conditions, events, activities, practices or incidents which may interfere with or prevent the compliance or continued compliance by the Loan Parties with all Environmental Laws; (ii) Each of the Loan Parties has obtained all Permits that are required under applicable Environmental Laws, and all such Permits are in good standing and all such Persons are in compliance with all of the terms and conditions thereof; (iii) neither Borrower nor No Hazardous Materials exist on, about or within or have been (to the knowledge of any Loan Party) or are being used, generated, stored, transported, disposed of on or Released from any of its Subsidiaries has filed the Properties of any notice under of the Loan Parties except in compliance with applicable Environmental Laws reporting a Laws. The use which each of the Loan Parties make and intend to make of its Properties will not result in the use, generation, storage, transportation, accumulation, disposal or Release of a Contaminant into the environment any Hazardous Material on, in violation or from any of any their currently owned Properties except in compliance with applicable Environmental Laws, except as the same may have been heretofore remedied; ; (iv) there is not now, nor to Borrower's knowledge has there ever been, on There are no conditions or in circumstances associated with the Property currently owned or leased Properties or operations of Borrower or any of the Loan Parties that could reasonably be expected to give rise to any Environmental Liabilities or claims resulting in any Environmental Liabilities; (v) None of the Loan Parties and none of its Subsidiaries (except in compliance in all material respects currently or previously owned or leased Properties or operations is subject to any outstanding or, to the knowledge of any Loan Party, threatened order from or agreement with all applicable Environmental Laws): any Governmental Authority or other Person or subject to any judicial or administrative proceeding with respect to (A) any underground storage tanksfailure to comply with Environmental Laws, (B) any asbestos-containing materialRemedial Action, or (C) any polychlorinated biphenyls Environmental Liabilities; (PCB'svi) used in hydraulic oilsNone of the Loan Parties is subject to, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received written notice of any notice or claim to the effect from any Person alleging that it is or may will be liable subject to, any Environmental Liabilities; (vii) None of the Properties of any of the Loan Parties is a treatment facility (except for the recycling of Hazardous Materials generated on-site and the treatment of liquid wastes subject to the Clean Water Act or other applicable Environmental Law for temporary storage of Hazardous Materials generated on-site prior to their disposal off-site) or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., regulations thereunder or any comparable provision of state law. Each of the Loan Parties is in compliance with all applicable financial responsibility requirements of all Environmental Laws; and (viii) None of the Loan Parties has failed to file any notice required under applicable Environmental Law reporting a Release. (b) No Lien arising under any Environmental Law that could have, individually or in the aggregate, a Material Adverse Effect has attached to any Person as a result Property or revenues of any of the Release or threatened Release of a Contaminant into the environmentLoan Parties.

Environmental Matters. To Except for such matters that, individually or in the knowledge of Borroweraggregate, except as would could not reasonably be expected to have a Material Adverse Effect Effect: (a) the Borrowers and except the Subsidiaries and each of their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with applicable Environmental Laws; (b) the Borrowers and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with such Environmental Permits being currently in full force and effect, and none of the Borrowers nor the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit is likely to be revoked, suspended or adversely modified or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, investigations, written requests for information or proceedings concerning any violation of, or any liability (including as set forth on Schedule 5.01(r)a potentially responsible party) under, any applicable Environmental Law that is pending or, to any Borrower’s knowledge, threatened against any Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties and no Borrower or Subsidiary has received any Environmental Notice; (d) none of the Properties of any Borrower or any Subsidiary contain or to any Borrower’s knowledge have contained any: (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Lawsunderground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to any Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrowers, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action other real property in quantities or other Liabilities and Costs concentrations that would have a Material Adverse Effect; require remediation; (iiif) neither any Borrower nor any of its Subsidiaries Restricted Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite any Borrower’s or any Subsidiary’s Properties and, to the same may have been heretofore remediedBorrowers’ knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; and (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrowers’ or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation and, to the Borrowers’ knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of a Contaminant into the environmentnotice regarding such exposure.

Environmental Matters. To Except for matters that, individually or in the knowledge of Borroweraggregate, except as have not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect Effect: (a) Ticketmaster and except as set forth on Schedule 5.01(r)the Ticketmaster Subsidiaries are now, (i) the Property and operations of Borrower and each of its Subsidiaries comply have always been, in all material respects compliance with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower Ticketmaster nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries Ticketmaster Subsidiary has received any notice written communication from a Person that alleges that Ticketmaster or claim any Ticketmaster Subsidiary is in violation of, or has liability or obligations under, any Environmental Law or any Permit issued pursuant to Environmental Law; (b) Ticketmaster and the effect that it is or may be liable Ticketmaster Subsidiaries have obtained and are in compliance with all Permits issued pursuant to any Person Environmental Law applicable to Ticketmaster, the Ticketmaster Subsidiaries and the Ticketmaster Real Properties and all such Permits are valid and in good standing and will not be subject to modification or revocation as a result of the Release transactions contemplated by this Agreement; (c) there are no Environmental Claims pending or, to the Knowledge of Ticketmaster, threatened against Ticketmaster or threatened Release any of a Contaminant into the environmentTicketmaster Subsidiaries, nor is Ticketmaster or any of the Ticketmaster Subsidiaries aware of any basis for such Environmental Claim; (d) there have been no Releases of any Hazardous Material that could reasonably be expected to form the basis of any Environmental Claim against Ticketmaster or any of the Ticketmaster Subsidiaries or against any Person whose liabilities for such Environmental Claims Ticketmaster or any of the Ticketmaster Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and (e) neither Ticketmaster nor any of the Ticketmaster Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could reasonably be expected to form the basis of any Environmental Claim against Ticketmaster or any of the Ticketmaster Subsidiaries.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r), in any of the environmental assessments or other environmental reports (i) identified in the Property Target Disclosure Letter and in the possession of Target with respect to the Target Properties (the "Target Environmental Reports"), true, correct and complete copies of which have been delivered to Acquiror or (ii) prepared for Acquiror with respect to the Target Properties: (a) the activities, operations of Borrower and each of its Subsidiaries comply business carried out by Target at or on the Target Properties are in compliance, in all material respects respects, with all applicable federal, state or local environmental laws, ordinances, rules and regulations including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the foregoing ("Environmental Laws; "); (iib) none of no lien has been imposed on the Property Target Properties by any federal, state or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of local Governmental Entity in connection with a Contaminant into the environment or from the violation of any Environmental Laws, Laws at or on the Target Properties; (c) Target has no knowledge (i) of any pending or threatened litigation or proceedings before any Governmental Entity in which Remedial Action any person or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor entity alleges Target's violation or threatened violation of any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment or (ii) that any Governmental Entity has determined that Target is in violation of any Environmental LawsLaws in connection with the Target Properties; and (d) to Target's knowledge, except no hazardous substances ("Hazardous Materials"), including, without limitation, any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material as the same may defined by any Environmental Laws as hazardous have been heretofore remediedtreated, stored or disposed of, or otherwise deposited in or on the Target Properties, including, without limitation, the surface waters and subsurface waters of the Target Properties; (iv) no spills, releases, discharges, or disposals of Hazardous Materials have occurred or are presently occurring on or from any of the Target Properties, in violation of any Environmental Law; there are no substances or conditions in or on the Target Properties or any other parcels of land which may affect the Target Properties or the use thereof or which may support a claim or cause of action under any Environmental Law. To Target's knowledge, there are no underground tanks at the Target Properties and no part of the Target Properties lies in a flood plain or constitutes "wetlands." Target is not now, nor to Borrower's knowledge has there ever been, on or aware of any inaccuracies in the Property Target Environmental Reports. For purposes of Borrower this Section, Hazardous Materials shall not include substances sold or any used by tenants under the Target Leases provided such use or sale is in the ordinary course of its Subsidiaries (except such tenant's business and is in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tankslaws, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers rules or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environmentregulations.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property and operations of Borrower Loan Parties and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; (b) the Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Loan Parties has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to the General Partner’s, the Parent’s or the Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Loan Parties contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the General Partner’s, the Parent’s or the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any Loan Party’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action other real property; (f) no Loan Party has received any written notice asserting an alleged liability or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor obligation under any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite any Loan Party’s Properties and, to the same may have been heretofore remedied; General Partner’s, the Parent’s or the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice; (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Loan Parties’ Properties that could reasonably be expected to form the basis for a claim for damages or threatened Release compensation; and (h) the General Partner, the Parent and the Borrower have made available to the Lenders complete and correct copies of a Contaminant into the environmentall environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any Loan Party’s possession or control and relating to any Loan Party’s Properties or operations thereon.

Environmental Matters. To (a) Neither any Loan Party nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as could not, individually or in the knowledge of Borroweraggregate, except as would not reasonably be expected to have a Material Adverse Effect and except Effect. (b) Except as set forth on Schedule 5.01(r)would not reasonably be expected to result in a Material Adverse Effect, (i) none of the Property and operations properties currently or, to the knowledge of Borrower and each the Loan Parties, formerly owned, leased, or operated by any Loan Party or any Subsidiary is listed or, to the knowledge of its Subsidiaries comply in all material respects with all applicable Environmental Lawsthe Loan Parties, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) none of the Property or operations of Borrower properties to which any Loan Party or any of its Subsidiaries are subject to any Remedial Action Subsidiary has, directly or other Liabilities and Costs arising from indirectly, transported or arranged for the Release or threatened Release of a Contaminant into the environment or from the violation transportation of any Environmental LawsHazardous Materials, which Remedial Action is listed or, to the knowledge of the Loan Parties, proposed for listing on the NPL or other Liabilities and Costs would have a Material Adverse Effecton the CERCLIS or any analogous foreign, state or local list; (iii) neither Borrower nor any there are no and, to the knowledge of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental LawsLoan Parties, except as the same may never have been heretofore remediedany underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased, or operated by any Loan Party or any Subsidiary or, to the knowledge of the Loan Parties, on any property formerly owned, leased, or operated by any Loan Party or any Subsidiary; (iv) there is not now, nor to Borrower's knowledge has there ever been, on no asbestos or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) material on any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers property currently owned or other equipment, (D) operated by any petroleum hydrocarbons Loan Party or (E) any chlorinated or halogenated solventsSubsidiary; and (v) neither Borrower Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of the Loan Parties, formerly owned, leased, or operated by any Loan Party or any Subsidiary. (i) Neither any Loan Party nor any Subsidiary is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of its Subsidiaries has received Hazardous Materials at any notice site, location or claim operation, either voluntarily or pursuant to the effect that it is order of any Governmental Authority or may the requirements of any Environmental Law, except as would not reasonably be liable expected to result in a Material Adverse Effect; and (ii) all Hazardous Materials generated, used, treated, handled, stored, or transported by, or on behalf of, any Person as Loan Party or any Subsidiary have been disposed of in a manner which would not reasonably expected to result of the Release or threatened Release of in a Contaminant into the environmentMaterial Adverse Effect.

Environmental Matters. To Except as disclosed in Section 3.10 of the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r)Seller Disclosure Schedule, (ia) Seller has not violated, is in violation of, or has received any written notice, written or otherwise, from any Governmental Authority that it is not in compliance with, Environmental Laws with respect to the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental LawsRockGen Assets; (iib) none there are no Environmental Claims that have been made arising from or relating to the ownership, operation or environmental condition of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse EffectRockGen Assets; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (ivc) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any are no underground storage tanks, (B) any asbestosactive or abandoned, polychlorinated-biphenyl containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, or asbestos- containing material located at the RockGen Assets; (Dd) except for the PFAS Liability, there are no Environmental Claims relating to or with respect to any petroleum hydrocarbons of the RockGen Assets; (e) Seller has not Released, and to Seller’s Knowledge there has been no Release of, Hazardous Substances at or (E) any chlorinated affecting the RockGen Assets, and, to Seller’s Knowledge there is no condition of contamination by Hazardous Substances, at or halogenated solventsaffecting the RockGen Assets; and (vf) neither Borrower nor there have been no claims made by Seller against comprehensive general liability insurance carriers for any Loss resulting from, relating to or arising from Environmental Claims; All final environmental audits, assessments, and reports bearing upon compliance with, or Liability under, Environmental Laws regarding the RockGen Assets (including estimates of costs to maintain compliance with Environmental Laws) conducted by, or on behalf of Seller, or which are in the possession or control of Seller, or its Subsidiaries has received any notice Affiliates, but not Buyer or claim its Affiliates, have been made available to the effect that it is or may be liable Buyer prior to any Person as a result execution of the Release or threatened Release of a Contaminant into the environmentthis Agreement.

Environmental Matters. To (a) Without limiting the knowledge generality of Borrowerthe other representations and warranties set forth in this Article II, except as would not have a Material Adverse Effect and except as set forth on described in Schedule 5.01(r)2.18, (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none of the Property or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would Companies have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except conducted their business in compliance in all material respects with all applicable Environmental Laws): Laws (Aas defined in subsection (b) below), including without limitation by having all Permits required under any underground storage tanksEnvironmental Laws for the operation of the Companies' business; (ii) to Sellers' Knowledge, no Hazardous Substances (Bas defined in subsection (c) below) are present on any asbestos-containing material, Real Property; (Ciii) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers no Principal Stockholder or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries Company has received any notice notices, demand letters, or claim to the effect requests for information from any Governmental Body or other Person indicating that it any Company is or may be in violation of, or liable under, any Environmental Law; (iv) no reports have been filed, or are required to be filed, by (or relating to) any Person Company concerning any Hazardous Substance or any Environmental Law; (v) no Hazardous Substance has been disposed of, released or transported by or on behalf of any Company to or from any Real Property or as a result of any activity of any Company; (vi) there have been no environmental investigations, studies, audits, tests, reviews, or other analyses regarding compliance or noncompliance with any Environmental Law conducted by or for or which are in the Release possession of any Principal Stockholder or threatened Release Company relating to the activities of a Contaminant into any Company or any of the Real Property; (vii) to Sellers' Knowledge, there are no underground storage tanks on, in, or under any of the Real Property, and to Sellers' Knowledge, no underground storage tanks have been closed or removed from any of the Real Property; (viii) to Sellers' Knowledge, there is no asbestos present in any of the Real Property, and to Sellers' Knowledge, no asbestos has been removed from any of the Real Property; (ix) no Company nor any Material Assets is subject to any Liabilities or expenditures relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, or claim asserted or arising under any Environmental Law; (x) to Sellers' Knowledge, no Hazardous Substance is present and there are no violations of any Environmental Laws involving property adjacent to the Real Property and (xi) no Company nor anyone to Sellers' Knowledge has used any of the Material Assets or any other assets or premises of any Company for the handling, treatment, storage or disposal of any Hazardous Substances. (b) As used in this Agreement, "Environmental Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, Permit, order, judgment, decree, requirement, or agreement with any Governmental Body relating to (i) the protection, preservation or restoration of the environment.,

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r), (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none Section 3.21 of the Property OPM Disclosure Schedule, with respect to the OPM Assets and the OPM Assets, OPM: (a) has not been notified that it is potentially liable under, has not received any request for information or operations other correspondence concerning its potential liability with respect to any site or facility under, and, to Stockholders' knowledge, is not a "potentially responsible party" under, the Comprehensive Environmental Response, Compensation and Liability Act of Borrower 1980, as amended, the Resource Conservation Recovery Act, as amended, or any of its Subsidiaries are subject similar state law; (b) has not entered into or received any consent decree, compliance order or administrative order issued pursuant to any Remedial Action Environmental Law; (c) is not a party in interest or other Liabilities and Costs arising from the Release in default under any judgment, order, writ, injunction or threatened Release of a Contaminant into the environment or from the violation decree of any Final Order issued pursuant to any Environmental Law; (d) has obtained all Environmental Permits required under Environmental Laws, which Remedial Action and has filed all applications, notices and other documents required to be filed prior to the date of this Agreement to effect the timely renewal or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any issuance of all Environmental Permits for the continued conduct of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or business in the Property of Borrower or any of its Subsidiaries manner now conducted; (except e) is in compliance in all material respects with all applicable Environmental Laws): , and is not the subject of or, to the Stockholders' knowledge, threatened with any Legal Action involving a demand for damages or other potential liability, including any Lien, with respect to violations or breaches of any Environmental Law; (Af) has not conducted or received any site assessment, audit or other investigation as to material environmental matters at any property currently owned, leased, operated or occupied by OPM; (g) has not installed or used any above ground or underground storage tanks, (B) any friable asbestos-containing material, (C) any polychlorinated biphenyls or urea formaldehyde foam insulation on any property currently owned, leased or operated by OPM and, to the Stockholders' knowledge, there are no above ground or underground storage tanks, friable asbestos, polychlorinated biphenyls or urea formaldehyde foam insulation or any property currently owned, leased or operated by OPM; (PCB'sh) used there has been no disposal, release, spill or burial of any Hazardous Materials by OPM (or any Person acting on its behalf) in hydraulic oilsviolation of Environmental Laws on any property or facility owned, electrical transformers leased, operated or occupied by OPM or to the Stockholders' knowledge at any facility or site to which Hazardous Materials from or generated by OPM may have been taken at any time in the past; (i) to the Stockholders' knowledge, there has been no disposal, release, spill or burial of any Hazardous Materials by OPM (or any Person acting on its behalf) on any property which could reasonably be expected to result or has resulted in contamination which requires investigation, remediation or other equipmentresponse activity on or beneath any properties or facilities currently owned, leased, operated or occupied by OPM; and (Dj) has no knowledge of any petroleum hydrocarbons past or (E) present Event related to OPM's properties, operations or business, which Event, individually or in the aggregate, may interfere with or prevent continued material compliance with all Environmental Laws, or which, individually or in the aggregate, may form the basis of any chlorinated material Claim for or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result arising out of the Release release or threatened Release of a Contaminant release into the environmentenvironment of any Hazardous Material.

Environmental Matters. To the knowledge of Borrower, except 4.15.1 Except as would not have a Material Adverse Effect and except as may be set forth on in PC Bancorp Disclosure Schedule 5.01(r)4.15, with respect to PC Bancorp and PCB: (iA) To PC Bancorp’s Knowledge, the Property PC Bancorp Participation Facilities and operations of Borrower the PCB Participation Facilities and each of its Subsidiaries comply the Loan Properties are in all material respects with all applicable substantial compliance with, and have not been adjudged liable under, any Environmental Laws; ; (iiB) none PC Bancorp has received no written notice of the Property any suit, claim, action, administrative order, proceeding, or operations of Borrower demand for investigation and, to PC Bancorp’s Knowledge, no such action is threatened or has been filed with any court, governmental agency or other forum against it or PCB or any of its Subsidiaries are subject to Participation Facility for: (x) alleged noncompliance with, or liability under, any Remedial Action Environmental Law or other Liabilities and Costs arising from (y) alleging the Release unlawful presence or threatened Release of a Contaminant release (as defined herein) into the environment or from the violation of any Materials of Environmental LawsConcern (as defined herein), which Remedial Action in connection with any site owned, leased or operated by it or PCB or any Participation Facility; (C) PC Bancorp has received no written notice of any suit, claim, action, administrative order, proceeding, or demand for investigation, and, to PC Bancorp’s Knowledge, no such action is threatened or has been filed with any court, governmental agency or other Liabilities forum against any Loan Property (or PC Bancorp or PCB with respect to such Loan Property) for: (x) alleged noncompliance with, or liability under, any Environmental Law or (y) alleging the unlawful presence or release into the environment of any Materials of Environmental Concern in connection with any site owned, leased or operated by it or PCB or any Participation Facility; (D) To PC Bancorp’s Knowledge, with respect to the properties currently owned or operated by PC Bancorp or PCB (including, without limitation, soil, groundwater or surface water on, or under the properties, and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any buildings thereon), there is no reported presence or release of its Subsidiaries has filed any notice Materials of Environmental Concern other than as permitted under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or Law; (E) any chlorinated or halogenated solvents; and (v) neither Borrower Neither PC Bancorp nor any of its Subsidiaries PCB during the past five years has received any notice written notice, demand letter, executive or claim administrative order, directive or request for information from any federal, state, local or foreign governmental entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law; (F) To PC Bancorp’s Knowledge, there are no underground storage tanks on, in or under any properties owned or operated by PC Bancorp or PCB or any Participation Facility, and to PC Bancorp’s Knowledge, no underground storage tanks have been closed or removed from any properties owned or operated by PC Bancorp or PCB or any Participation Facility; and (G) To PC Bancorp’s Knowledge, during the period of (s) PC Bancorp’s or PCB’ ownership or operation of any of their respective current properties or (t) PC Bancorp’s or PCB’ participation in the management of any Participation Facility, there have been no unlawful releases of Materials of Environmental Concerns in, on, under or affecting such properties that could reasonably be expected to result in material liability under the Environmental Laws. To PC Bancorp’s Knowledge, prior to the effect period of (x) PC Bancorp’s or PCB’ ownership or operation of any of their respective current properties or (y) PC Bancorp’s or PCB’ participation in the management of any Participation Facility, there were no unlawful releases of Materials of Environmental Concern in, on, under or affecting such properties that it is or may could reasonably be liable expected to any Person as a result of in material liability under the Release or threatened Release of a Contaminant into the environmentEnvironmental Laws.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on Schedule 5.01(r)3.15 (which will include all written reports made to IVAX by environmental consultants) and except as would not cause a PSI Material Adverse Effect: (a) each of PSI and Phoenix is in compliance with all terms and conditions of all Environmental Laws, and without limiting the generality of the foregoing, each of PSI and Phoenix has obtained, and is in compliance with, all Licenses that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of its business, and reasonably believes that each such License will be renewed effective prior to its expiration; (b) neither PSI nor, to the Knowledge of PSI, any previous owner or operator of any real property owned and/or operated by PSI or Phoenix (the “PSI Properties”) or any business owned or operated by PSI or Phoenix, has received within the three (3) years preceding the date hereof notice alleging noncompliance with any Environmental Law; (c) with regard to any PSI Property, there is no existing condition which may interfere with or prevent compliance or continued compliance with any Environmental Law or which may give rise to any common law or other legal liability under any Environmental Law, including, but not limited to, liability under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Solid Waste Disposal Act, as amended and (d) none of the following exists, nor has existed during the past three (3) years, at any PSI Property: (i) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Lawsunderground storage tanks; (ii) none of the Property asbestos containing materials or operations of Borrower lead containing paint or plumbing in any of its Subsidiaries are subject to any Remedial Action or other Liabilities structure (except as permitted by and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any in accordance with Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse EffectLaw); (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remediedmaterials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments or disposal areas. Except as set forth on Schedule 3.15, (x) there is not nowno civil, nor criminal or administrative action, demand, claim, investigation or proceeding pending or, to Borrower's knowledge has there ever beenPSI’s Knowledge, on threatened against PSI or in the Property of Borrower Phoenix or any of its Subsidiaries (except in compliance in all material respects their respective Affiliates with all applicable regard to any PSI Property under any Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; Law and (vy) neither Borrower PSI nor Phoenix has expressly assumed or undertaken any obligation or liability, including, without limitation, any obligation for corrective or remedial action, of its Subsidiaries has received any notice or claim to the effect that it is or may be liable other Person relating to any Person as a result Environmental Law. This Section 3.15 sets forth all of the Release PSI’s representations and warranties with respect to any Environmental Laws or threatened Release of a Contaminant into the environmentenvironmental matters.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower the Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws. (b) the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of the Property or operations of Borrower or such Properties are adversely affected by any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property. (iiif) neither the Borrower nor any of its Subsidiaries Subsidiary has filed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws reporting a Release of a Contaminant into with respect to the environment in violation investigation, remediation, abatement, removal, or monitoring of any Environmental LawsHazardous Materials at, except as under, or Released or threatened to be Released from any real properties offsite the same may have been heretofore remedied; Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (ivg) there is not now, nor to Borrower's knowledge has there ever been, on been no exposure of any Person or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Borrower and the Subsidiaries have provided to the Lenders complete and correct copies of a Contaminant into all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the environmentBorrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except as set forth on in Schedule 5.01(r), 4.18 hereto: (ia) The Business has been conducted by Goodyear and the Property condition of the Purchased Assets and operations the Freeport Facility is and at all times has been in material compliance with all requirements of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; ; (b) Sellers have obtained, currently possess and are and have been in material compliance with, all terms and conditions of all Environmental Permits, which Environmental Permits are (i) transferable as described in Schedule 2.1(a)(vii) and (ii) are listed on Schedule 2.1(a)(vii); (c) Sellers have not during the past three years, or, if unresolved, any previous years, received any written or oral notice, report or other information suggesting that the operation of the Business or condition of the Purchased Assets or the Freeport Facility is in actual or alleged violation of any of the Environmental Laws, or that any of them have in connection with the Business any liabilities or potential liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental Laws; (d) Except as set forth in Schedule 4.18 or the Phase I Environmental Assessment identified in Section 6.13(d), none of the Property following exists at, on, in or operations under any portion of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; Freeport Facility: (iiii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (Bii) any asbestos-containing materialmaterial in any form or condition, (Ciii) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipmentPCBs, (Div) any petroleum hydrocarbons naphtha or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor landfills, surface impoundments, or disposal areas; (e) Goodyear has not in connection with the operation of the Freeport Facility treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substance, exposed any employee or other individual to any substance or condition, 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 liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Laws; (f) Goodyear has not, in connection with the operation of its Subsidiaries has received the Freeport Facility, either expressly or by operation of law, assumed or undertaken any notice liability, including without limitation any obligation for corrective or claim remedial action, of any other Person relating to Environmental Laws; and (g) No facts, events or conditions relating to the effect that it is Freeport Facility will prevent, hinder or may be liable limit continued compliance with Environmental Laws, give rise to any Person as a result of the Release investigatory, remedial or corrective obligations pursuant to Environmental Laws, or give rise to any other liabilities pursuant to Environmental Laws, including without limitation any relating to onsite or offsite releases or threatened Release releases of a Contaminant into the environmenthazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental Matters. Except as provided in Schedule 3.9, (a) To the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r)Seller’s Knowledge, (i) Seller and the Property and operations of Borrower and each of its Subsidiaries comply on the Leases are in all material respects compliance with all applicable Environmental Laws; , (ii) all operations on the Leases that require authorization under Environmental Permits are duly authorized by such Environmental Permits, and (iii) no facts, conditions or circumstances exist in connection with, related to or associated with the Leases, the operations conducted thereon, or the Environmental Permits, that could reasonably be expected to give rise to any claim or assertion that Seller, the Leases or any operations thereon are not in material compliance with any Environmental Law or with any term or conditions of any Environmental Permit; (b) Seller has not received written notice from any Governmental Entity that any of the Leases is the subject of any remediation, removal, cleanup, response Action, enforcement Action or Order regarding any actual or alleged presence or release of Hazardous Materials that has not been finally resolved, and to Seller’s Knowledge: (i) none of the Property or operations of Borrower or any of its Subsidiaries Leases are the subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment or from the violation of any Environmental Laws, which Remedial Action investigation regarding any actual or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any alleged presence or release of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solventsHazardous Materials; and (vii) neither Borrower nor any of its Subsidiaries has received any notice no facts, conditions, or claim circumstances exist in connection with, related to or associated with the Leases or the operations conducted thereon that could reasonably be expected to give rise to liability for Environmental Matters; (c) There are no civil, criminal, or administrative Actions or notices pending or, to Seller’s Knowledge, threatened in writing against Seller that are related to the effect that it is Purchased Assets or may be liable the operations on the Leases under any Environmental Law, including those related to any Person as a result allegations of the Release economic loss, personal injury, illness, or threatened Release of a Contaminant into damage to real or personal property or the environment; and (d) All material reports, studies, written notices from Governmental Entities, tests, analyses, and other documents addressing environmental issues related to the Lease properties or the operations conducted thereon, which are in Seller’s possession, have been made available to Buyers.

Environmental Matters. To Except as set out in Schedule 3.1(25) of the NovaGold Disclosure Letter, to the knowledge of Borrower, except as would not have a Material Adverse Effect and except as set forth on Schedule 5.01(r), the Vendor: (ia) the Property and operations of Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) none neither of the Property NovaGold Subs, GCP or operations of Borrower or any of its Subsidiaries are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into Operator is or, in the environment or from the violation of any Environmental Lawsprevious five years, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; (iii) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment been in violation of any Environmental Laws, except as the same may ; (b) there have been heretofore remediedno releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the ownership, possession or control of either of the NovaGold Subs, GCP or the Operator, into the earth, air or into any body of water or any municipal or other sewer or drain water systems; (c) with respect to all past and ongoing hydrocarbon releases that have occurred and have been identified, each of such releases has been duly reported pursuant to the spill reporting requirements under Applicable Laws, unless any such release was below the applicable reporting threshold, and the reportable spills in 2008 and 2010 were remediated in accordance with Applicable Laws; (d) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the NovaGold Subs, GCP or the Operator; (e) the NovaGold Subs, GCP and the Operator, as of the date hereof, hold all Licences listed in Schedule 3.1(25) of the NovaGold Disclosure Letter which are the Licences required under any Environmental Law in connection with the operation of its business and the ownership and use of its assets. All such Licences are in full force and effect and, to the knowledge of the Vendor, neither of the NovaGold Subs, GCP or the Operator has received notice or is aware of any circumstances that may lead to the revocation, cancellation or curtailment of any of the same; and (ivf) there is not nowfull and accurate particulars of or, nor to Borrower's knowledge has there ever beenin the case of a document, on a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the Property of Borrower current or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result previous operations of the Release NovaGold Subs, GCP or threatened Release the Operator and which are in the possession or control of a Contaminant into either of the environmentNovaGold Subs, GCP or the Operator as of the date hereof have been disclosed in the Data Room.

Environmental Matters. To the knowledge of Borrower, except as would not have a Material Adverse Effect and except Except for such matters as set forth on Schedule 5.01(r)7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) the Property Borrower and operations of Borrower its Subsidiaries and each of its Subsidiaries comply their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in all material respects compliance with all applicable Environmental Laws; ; (iib) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked, rescinded or adversely modified, or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied or unreasonably delayed or conditioned; (c) there are no claims, demands, suits, orders, inquiries, investigations, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that are pending or, to the Borrower’s knowledge, threatened against the Borrower or its Subsidiaries or any of their respective Properties or as a result of any operations at such Properties; (d) none of the Properties of the Borrower or its Subsidiaries contain or, to the Borrower’s knowledge, since December 31, 2023, have contained any: (A) underground storage tanks requiring permits under applicable Environmental Law which have not been obtained and from which there have been Releases of Hazardous Materials; (B) asbestos-containing materials present in violation of applicable Environmental Laws and requiring removal pursuant to applicable Environmental Law; (C) landfills or dumps requiring an Environmental Permit pursuant to Environmental Law which have not been obtained or which are in violation of applicable Environmental Laws; (D) hazardous waste management units as defined pursuant to RCRA or any comparable state law which are in violation of applicable Environmental Laws; or (E) sites on, or to the Borrower’s knowledge nominated for, the National Priority List promulgated pursuant to CERCLA or any comparable state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any Property currently owned, leased or operations of operated by the Borrower or any Subsidiary, there is no investigation (to the Borrower’s knowledge), remediation, abatement, removal, or monitoring of its Subsidiaries Releases of Hazardous Materials required of the Borrower or any Subsidiary under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of such Properties are subject to adversely affected by any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment Hazardous Material originating or emanating from the violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect; real property; (iiif) neither Borrower nor any of its Subsidiaries has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied; (iv) there is not now, nor to Borrower's knowledge has there ever been, on or in the Property of Borrower or any of its Subsidiaries (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical transformers or other equipment, (D) any petroleum hydrocarbons or (E) any chlorinated or halogenated solvents; and (v) neither Borrower nor any of its Subsidiaries has received any written notice asserting an alleged liability or claim obligation under any applicable Environmental Laws with respect to the effect investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, on, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or any of its Subsidiary’s Properties (including any real properties formerly owned, leased, or operated by the Borrower or any Subsidiary) and, to the Borrower’s knowledge, there are no conditions or circumstances that it is would reasonably be expected to result in the receipt of such written notice; and (g) to the Borrower’s knowledge, there has been no exposure of any Person or may be liable Property to any Person Hazardous Materials as a result of or in connection with the Release operations and businesses of any of the Borrower’s or threatened Release of its Subsidiaries’ Properties that would reasonably be expected to result in a Contaminant into the environmentclaim for damages or compensation pursuant to applicable Environmental Laws.