Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except 2.36.1 The business and operations of the Company, and each of its Subsidiaries, have been and are being conducted in compliance with all applicable laws, ordinances, rules, regulations, licenses, permits, approvals, plans, authorizations or requirements relating to occupational safety and health, or pollution, or protection of health or the environment (including, without limitation, those relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic substances, materials or wastes into ambient air, surface water, groundwater or land, or relating to the extent that manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, gaseous or liquid in nature) of any governmental department, commission, board, bureau, agency or instrumentality of the United States, any state or political subdivision thereof, or to the knowledge of the Company, any foreign jurisdiction (“Environmental Laws”), and all applicable judicial or administrative agency or regulatory decrees, awards, judgments and orders relating thereto, except where the failure of the following statements to be true and correct could in such compliance would not be reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect: (a) The facilities Change; and properties owned, leased or operated by neither the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower Company nor any of its Subsidiaries has received any notice of violationfrom any governmental instrumentality or any third party alleging any material violation thereof or liability thereunder (including, alleged violation, non-compliancewithout limitation, liability for costs of investigating or potential liability regarding environmental matters remediating sites containing hazardous substances and/or damages to natural resources). 2.36.2 There has been no storage, generation, transportation, use, handling, treatment, Release or compliance with Environmental Laws with regard to threat of Release of Hazardous Materials (as defined below) by or caused by the Company or any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. its Subsidiaries (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatenedany other entity (including any predecessor) for whose acts or omissions the Company or any of its Subsidiaries is or could reasonably be expected to be liable) at, on, under or from any Environmental Law to which property or facility now or previously owned, operated or leased by the Borrower Company or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersof its Subsidiaries, or other administrative or judicial requirements outstanding at, on, under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, any other property or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businessfacility, in violation of, or in amounts of any Environmental Laws or in a manner or amount or to a location that could reasonably be expected to result in any liability under any Environmental Law, except for any violation or liability which would not, individually or in the aggregate, have a Material Adverse Change. “Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability underunder any Environmental Law. “Release” means any spilling, Environmental Lawsleaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as could not reasonably be expected to have a Material Adverse Effect: (ai) The facilities properties of the Credit Parties and properties owned, leased or operated by the Borrower or any of its their Subsidiaries (the “Properties”) do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could reasonably be expected to give rise to liability under, any under applicable Environmental Law.Laws; (bii) The Properties properties of the Credit Parties and their Subsidiaries and all operations at the Properties conducted in connection therewith are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is are no contamination Hazardous Materials at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties such operations in amounts or the business operated by the Borrower or any of its Subsidiaries (the “Business”) concentrations which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.such properties; (ciii) Neither any of the Borrower Credit Parties nor any of its Subsidiaries Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to Laws, nor does any of the Properties Credit Parties or the Business, nor does the Borrower any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened.; (div) To the knowledge of the Credit Parties, Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor nor, to the knowledge of the Credit Parties, have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that which could reasonably be expected to give rise to liability under, any applicable Environmental Law.Laws; (ev) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerCredit Parties, threatened, under any Environmental Law to which any of the Borrower Credit Parties or any Subsidiary is or thereof will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties properties or operations of the Business.Credit Parties and their Subsidiaries; and (fvi) There To the knowledge of the Credit Parties, there has been no release release, or to the best of the Credit Parties' knowledge, the threat of release release, of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations properties of the Borrower Credit Parties or any Subsidiary in connection with the Properties or otherwise in connection with the Businessof their Subsidiaries, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to (i) The operations of and the extent that real property owned or operated by the Borrower and each of its Subsidiaries are in compliance with all applicable Environmental Laws except where the failure of the following statements to be true and correct in compliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: ; (aii) The facilities and properties owned, leased or operated by the Borrower and each of its Subsidiaries has obtained and will continue to maintain all Environmental Permits, and all such Environmental Permits are in good standing and the Borrower and its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits, except where failure to so obtain, maintain or comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (iii) neither the Borrower nor any of its Subsidiaries nor any of their present or past properties or operations (whether owned or leased) is subject to: (A) any Environmental Claim or other written claim, request for information, judgment, order, decree or agreement from or with any Governmental Authority or private party related to any material violation of or material non-compliance with Environmental Laws or Environmental Permits to the “Properties”) do not contain, and have not previously contained, extent any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) the foregoing could reasonably be expected to give rise have a Material Adverse Effect, (B) any pending or, to liability underthe knowledge of the Borrower, threatened judicial or administrative proceeding, action, suit or investigation related to any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Laws or Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) Permits which could reasonably be expected to materially interfere with have a Material Adverse Effect, (C) any Remedial Action which if not taken could reasonably be expected to have a Material Adverse Effect or (D) any liabilities, obligations or costs arising from the continued operation Release or substantial threat of a material Release of a Contaminant into the Properties environment where such Release or Business or materially impair the fair saleable value thereof. substantial threat of a material Release could reasonably be expected to have a Material Adverse Effect; (civ) Neither neither the Borrower nor any of its Subsidiaries has received any written notice or claim to the effect that the Borrower or any of violation, alleged violation, non-compliance, liability its Subsidiaries is or potential liability regarding environmental matters or compliance with Environmental Laws with regard may be liable to any Person as a result of the Properties Release or substantial threat of a material Release of a Contaminant into the Businessenvironment, which notice or claim could reasonably be expected to result in a Material Adverse Effect, and (v) no Environmental Lien has attached to any property (whether owned or leased) of the Borrower or of any of its Subsidiaries which could, if determined adversely to Borrower or any of its Subsidiaries, reasonably be expected to have a Material Adverse Effect, nor does are there any facts or circumstances currently known to the Borrower have knowledge or reason to believe any of its Subsidiaries that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could may reasonably be expected to give rise to liability under, any such an Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawLien. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to as individually or in the extent that the failure of the following statements to be true and correct could aggregate would not reasonably be expected to have result in a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Parent Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances which (i) constitute or constituted a violation of, or (ii) could would reasonably be expected to give have given rise to liability undera release or a threat of release, as regulated or defined, under any Environmental Law. (b) The Properties and all operations at the Properties are in material compliance, and have in the last five years been in material compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Parent Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with ). Neither the continued operation Parent Borrower nor any of its Subsidiaries has contractually assumed any liability of any other Person under Environmental Laws other than in the Properties or Business or materially impair the fair saleable value thereofordinary course of business. (c) Neither the Parent Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability liability, judicial proceeding or governmental or administrative action or consent decrees or other decrees, consent orders, administrative orders or other orders, regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Parent Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the properties previously owned or operated by the Parent Borrower or any Subsidiary (the “Former Properties”) during such period of ownership or operation, or arising from or related to the operations of the Parent Borrower or any Subsidiary in connection with the Former Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could would reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure all of the following statements to be true and correct following, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower each Loan Party or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Hazardous Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower any Loan Party or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofProperties. (c) Neither the Borrower any Loan Party nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with any Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) No Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatened, under any Environmental Law to which the Borrower any Loan Party or any Subsidiary thereof is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersagreements which impose obligations, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Hazardous Materials of Environmental Concern at at, under or from the Properties, or arising from or related to the operations of the Borrower any Loan Party or any Subsidiary thereof in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. (a) Except as disclosed in the Disclosure Documents or to the extent that the failure of the following statements to be true and correct could resulting violation or liability would not reasonably be expected to have result individually or in the aggregate, in a Material Adverse Effect: (a) The facilities and , all properties now or in the past owned, leased or operated by the Borrower now or any of its Subsidiaries (in the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could give rise to liability under applicable Environmental Laws; (b) Except as disclosed in the Disclosure Documents or to the extent that the resulting violation or liability would not reasonably be expected to give rise result individually or in the aggregate, in a Material Adverse Effect, to liability underthe knowledge of the Borrower, any Environmental Law. (b) The Properties the Borrower and such properties and all operations at the Properties conducted in connection therewith are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) such operations which could reasonably be expected to materially interfere with the continued operation of the Properties such properties or Business or materially impair the fair saleable value thereof.; (c) Neither Except as disclosed in the Disclosure Documents or to the extent that the resulting violation or liability would not reasonably be expected to result individually or in the aggregate, in a Material Adverse Effect, the Borrower nor any of its Subsidiaries has not received any written or verbal notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the BusinessLaws, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.; (d) Except as disclosed in the Disclosure Documents or to the extent that the resulting violation or liability would not reasonably be expected to result individually or in the aggregate, in a Material Adverse Effect, to the knowledge of the Borrower, Hazardous Materials of Environmental Concern have not been disposed of, on or transported to or disposed of from the Properties properties now or in the past owned, leased or operated by the Borrower in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.Laws; (e) No Except as disclosed in the Disclosure Documents or to the extent that the resulting violation or liability would not reasonably be expected to result individually or in the aggregate, in a Material Adverse Effect, no judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower or such properties or such operations that could reasonably be expected, individually or in the Business.aggregate, to have a Material Adverse Effect; and (f) There Except as disclosed in the Disclosure Documents or to the extent that the resulting violation or liability would not reasonably be expected to result individually or in the aggregate, in a Material Adverse Effect, there has been no release release, or to the best of the Borrower’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by the PropertiesBorrower, now or arising from or related to in the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businesspast, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability underunder Environmental Laws that could reasonably be expected, Environmental Lawsindividually or in the aggregate, to have a Material Adverse Effect.

Environmental Matters. Except as set forth in or contemplated by the financial statements or other reports of the type referred to in Section 5.03 hereof and that have been delivered to the Lenders on or prior to the date hereof, the Borrower and each of its Subsidiaries has complied in all material respects with all Federal, state, local and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental or nuclear regulation or control, except to the extent that the failure of the following statements to be true and correct so comply could not reasonably be expected to have result in a Material Adverse Effect: (a) The facilities and properties ownedChange. Except as set forth in or contemplated by such financial statements or other reports, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither neither the Borrower nor any of its Subsidiaries has received any notice of violationany material failure so to comply, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any except where such notice will be received or is being threatened. (d) Materials of Environmental Concern have failure could not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability underresult in a Material Adverse Change. Except as set forth in or contemplated by such financial statements or other reports, any Environmental Law, nor have any Materials the facilities of Environmental Concern been generated, treated, stored the Borrower or disposed of at, on or under any of its Subsidiaries, as the Properties case may be, are not used to manage any hazardous wastes, hazardous substances, hazardous materials, toxic substances, toxic pollutants or substances similarly denominated, as those terms or similar terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law relating to environmental pollution, or any nuclear fuel or other radioactive materials, in violation ofin any material respect of any law or any regulations promulgated pursuant thereto, or except to the extent that such violations could not reasonably be expected to result in a manner Material Adverse Change. Except as set forth in or contemplated by such financial statements or other reports, the Borrower is aware of no events, conditions or circumstances involving environmental pollution or contamination that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or result in a manner that could reasonably be expected to give rise to liability under, Environmental LawsMaterial Adverse Change.

Environmental Matters. Except to the extent that the failure of the following statements to be true as set forth on Company Disclosure Schedule 4.18 hereto and correct except as could not reasonably be expected to have a Material Adverse EffectEffect with respect to the Company: (a) The facilities and properties ownedthe operations of the Company, leased or operated by with respect to the Borrower or any of its Subsidiaries (the “Properties”) do not containBusiness, are and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all applicable Environmental Laws, which compliance includes obtaining, maintaining in good standing and there complying with all Environmental Permits necessary to operate the Business except for non-compliance that would not reasonably be expected to result in the Business incurring material Environmental Costs and Liabilities and no action or proceeding is pending or, to the Knowledge of the Company, threatened to revoke, modify or terminate any such Environmental Permit, which is necessary and material to the operation of the Business, and, to the Knowledge of the Company, no contamination atfacts, under circumstances or about conditions currently exist that could adversely affect such continued material compliance with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain such continued material compliance with Environmental Laws and Environmental Permits; (b) with respect to the Properties Business, the Company is not the subject of any outstanding written Order or Contract with any Governmental Authority or Person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material; (c) no claim is pending or to the Knowledge of the Company, threatened against the Company, alleging, with respect to the Business, that the Company may be in violation of any Environmental Law or any Environmental Permit or may have any Liability under any Environmental Law including, but not limited to, claims relating to noise or odors, other than such claims that are routine in nature and would not, individually or in the aggregate, result in the Business incurring material Environmental Costs and Liabilities; (d) to the Knowledge of the Company, no facts, circumstances or conditions exist with respect to the Properties Business or the business any property currently or formerly owned, operated or leased by the Borrower Company or any property to which the Company arranged for the disposal or treatment of its Subsidiaries Hazardous Materials that could reasonably be expected to result in the Business incurring unbudgeted material Environmental Costs or Liabilities; (e) to the “Knowledge of the Company, there are no investigations of the Business”) , or currently or previously owned, operated or leased property of the Company pending or threatened which could reasonably be expected to materially interfere with lead to the continued operation imposition of the Properties any material Environmental Costs or Business Liabilities or materially impair the fair saleable value thereof.Liens under Environmental Law; (cf) Neither the Borrower nor transactions contemplated hereunder do not require the consent of or filings with any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding Governmental Authority with jurisdiction over the Company and environmental matters or compliance with Environmental Laws with regard to matters; (g) there is not located at any of the Properties Owned Property or Real Property Leases, or at any property previously owned, operated or leased by the BusinessCompany during the Company’s ownership, nor does the Borrower have knowledge operation or reason to believe that lease, any such notice will be received (i) underground storage tanks, (ii) landfill, (iii) surface impoundment, (iv) asbestos-containing material or is being threatened.(v) equipment containing polychlorinated biphenyls; (dh) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party Company with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law Business has no residual liability with respect to abandoned or former properties, including any obligation to remove or demolish on-site structures or close wastewater lagoons or ponds, and, to the Properties Knowledge of the Company, no Owned Property or the Business.Real Property Leases have any structures or features, including abandoned buildings or wastewater lagoons or ponds (other than those being used in compliance with Environmental Laws) requiring removal, demolition, or closure; and (fi) There the Company has made available to Purchaser all material environmentally related audits, studies, reports, analyses and results of investigations that have been no release performed with respect to any currently or threat previously owned, leased or operated properties of release of Materials of the Company or material documentation relating to pending or threatened claims or investigations pursuant to Environmental Concern at or from the PropertiesLaws, or arising from or related to the operations extent such materials are in the possession, custody or control of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsCompany.

Environmental Matters. Except to (a) To the extent that the failure Knowledge of the following statements to be true UPC, each UPC Company, its Participation Facilities, and correct could its Loan Properties are, and have been, in compliance with all Environmental Laws, except those violations which are not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawEffect on UPC. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there There is no contamination atLitigation pending or, under or about the Properties or violation of any Environmental Law with respect to the Properties Knowledge of UPC, threatened before any court, governmental agency, or the business operated by the Borrower authority, or other forum in which any UPC Company or any of its Subsidiaries (the “Business”) which could Participation Facilities has been or, with respect to threatened Litigation, may reasonably be expected to materially interfere be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the continued operation release into the environment of any Hazardous Material, whether or not occurring at, on, under, or involving a site owned, leased, or operated by any UPC Company or any of its Participation Facilities, except for such Litigation pending or threatened that is not reasonably likely to have, individually or in the Properties or Business or materially impair the fair saleable value thereofaggregate, a Material Adverse Effect on UPC. (c) Neither There is no Litigation pending or, to the Borrower nor Knowledge of UPC, threatened before any court, governmental agency, or board, or other forum in which any of its Subsidiaries Loan Properties (or UPC in respect of such Loan Property) has received been or, with respect to threatened Litigation, may reasonably be expected to be named as a defendant or potentially responsible party (i) for alleged noncompliance (including by any notice predecessor) with any Environmental Law or (ii) relating to the release into the environment of violationany Hazardous Material, alleged violationwhether or not occurring at, non-complianceon, liability under, or potential liability regarding environmental matters involving a Loan Property, except for such Litigation pending or compliance with Environmental Laws with regard threatened that is not reasonably likely to any of have, individually or in the Properties or the Businessaggregate, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threateneda Material Adverse Effect on UPC. (d) Materials To the Knowledge of Environmental Concern have UPC, there is no reasonable basis for any Litigation of a type described in subsections (b) or (c), except such as is not been transported or disposed of from the Properties in violation ofreasonably likely to have, individually or in the aggregate, a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, Material Adverse Effect on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawUPC. (e) No judicial proceeding To the Knowledge of UPC, during the period of (i) any UPC Company's ownership or governmental operation of any of their respective current properties, (ii) any UPC Company's participation in the management of any Participation Facility, or administrative action is pending or(iii) any UPC Company's holding of a security interest in a Loan Property, there have been no releases of Hazardous Material in, on, under, or affecting (or potentially affecting) such properties, except such as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC. To the Knowledge of UPC, prior to the period of (i) any UPC Company's ownership or operation of any of their respective current properties, (ii) any UPC Company's participation in the management of any Participation Facility, or (iii) any UPC Company's holding of a security interest in a Loan Property, to the knowledge Knowledge of the BorrowerUPC, threatenedthere were no releases of Hazardous Material in, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Businesson, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersunder, or other administrative or judicial requirements outstanding under affecting any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Propertiessuch property, Participation Facility, or arising from or related Loan Property, except such as are not reasonably likely to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businesshave, in violation of, individually or in amounts or in the aggregate, a manner that could reasonably be expected to give rise to liability under, Environmental LawsMaterial Adverse Effect on UPC.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as could not reasonably be expected expected, either individually or in the aggregate, to have result in a Material Adverse EffectChange: (a) The Borrower and its Subsidiaries, their operations, facilities and properties are and for the past five years have been in compliance with all Environmental Laws. (b) The facilities and properties currently owned, leased or operated by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower or any of its Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Subsidiaries or their predecessors in interest (the “Properties”) ), do not contain, and have not previously contained, contain any Hazardous Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation ofof Environmental Law by, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in complianceLiability for, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofSubsidiaries. (c) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or other liabilities under Environmental Laws or knows of any basis for any such written notices under Environmental Laws, including any with regard to their activities at any of the Properties or the Business, nor does business currently or formerly operated by the Borrower have knowledge or reason any of its Subsidiaries, or any prior business for which the Borrower or any of its Subsidiaries is subject to believe that liability under any such notice will be received or is being threatenedEnvironmental Law. (d) Hazardous Materials of Environmental Concern have not been transported or disposed of Released from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed Released of by or on behalf of the Borrower or any of its Subsidiaries at, on on, from or under any of the Properties in violation of, of any Environmental Law or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which Liability for the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessof its Subsidiaries. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except for the Disclosed Matters, to the extent that the failure knowledge of the following statements to be true and correct could not reasonably be expected to have a Material Adverse EffectBorrower: (a) The facilities and the properties owned, leased or operated by the Borrower or any of and its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Hazardous Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) require Remedial Action under, or (iii) could reasonably be expected to give rise to liability under, any Environmental Law.Laws, which violations, Remedial Actions and liabilities, in the aggregate, would reasonably be expected to result in a Material Adverse Effect, (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither neither the Borrower nor any of its Subsidiaries has (i) have failed to comply in any material respect with any Environmental Laws or to obtain, maintain or comply with any necessary Environmental Permits, which non-compliance or failure, in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or (ii) have received any notice of violation, alleged violation, non-compliance, liability an Environmental Claim in connection with the Properties or potential liability regarding environmental matters the current or compliance with Environmental Laws former operations of the Borrower or its Subsidiaries or with regard to any of the Properties or the Business, nor does Person whose liabilities for environmental matters the Borrower have knowledge or reason its Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, would reasonably be expected to believe that any such notice will be received or is being threatened.result in a Material Adverse Effect, (dc) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawProperties, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation ofProperties, or in a manner inconsistent with prudent industry practice or applicable Environmental Law that could would reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law Law, which transportation, generation, treatment, storage or disposal, in the aggregate, would reasonably be expected to which result in a Material Adverse Effect, and (d) the Borrower or its Subsidiaries have not retained or assumed any Subsidiary is liability, contractually, by operation of law or will be named as a party otherwise, with respect to the Properties generation, treatment, storage or the Businessdisposal of Hazardous Materials, nor are there any consent decrees which retained or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businessassumed liabilities, in violation ofthe aggregate, or in amounts or in a manner that could would reasonably be expected to give rise to liability under, Environmental Lawsresult in a Material Adverse Effect.

Environmental Matters. Except to the extent that the failure any of the following statements to be true and correct following, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) The facilities and To the knowledge of the Borrower, the properties owned, leased or operated by the Borrower or any of and its Subsidiaries (now or in the “Properties”) past do not contain, and have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which that (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could reasonably be expected to give rise to liability under, any under applicable Environmental Law.Laws; (bii) The Properties Borrower, each of its Subsidiaries and such properties and all operations at the Properties conducted in connection therewith are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and to the knowledge of the Borrower there is no contamination at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which such operations that could reasonably be expected to materially interfere with the continued operation of the Properties such properties or Business or materially impair the fair saleable value thereof.; (ciii) Neither the Borrower nor any of its Subsidiaries Subsidiary thereof has received from any Governmental Authority, any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters Hazardous Materials or compliance with Environmental Laws with regard to any of the Properties or the BusinessLaws, nor does the Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened.; (div) To the knowledge of the Borrower, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location which that could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.Laws; (ev) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatenedovertly threatened in writing, under any Environmental Law to which the Borrower or any Subsidiary thereof is or or, to the Borrower’s knowledge will be be, named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business.such properties or such operations; and (fvi) There To the knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to as, individually or in the extent that the failure of the following statements to be true and correct aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower Credit Parties or any of its their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower Credit Parties or any of its their Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof). (c) Neither the Borrower Credit Parties nor any of its their Subsidiaries has have received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which that could reasonably be expected to give rise to liability under, under any Environmental Law, nor have any and no Materials of Environmental Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which the Borrower any Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower any Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure as set forth on Schedule 3.17, each of the following statements to be is true and correct could correct, other than exceptions to any of the following that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) The facilities and Each of the properties owned, leased currently owned or operated by the Borrower Company or any of its Subsidiaries (the “Properties”) do does not contain, and have has not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability to the Company or any of its Subsidiaries under, any applicable Environmental LawLaws. (b) The Properties Company and all operations at the Properties its Subsidiaries are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and to the knowledge of a Responsible Officer of the Company there is no contamination at, under or about the Properties or violation of any applicable Environmental Law which, in the aggregate with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which all other contaminations and violations, could reasonably be expected to materially interfere with the continued operation operations or the business of the Properties or Business or materially impair the fair saleable value thereofCompany and its Subsidiaries. (c) Neither the Borrower Company nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe is it reasonably expected that any such notice will be received or is being threatened. (d) To the knowledge of a Responsible Officer of the Company, (i) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could would reasonably be expected to give rise to liability underto the Company or any of its Subsidiaries under any applicable Environmental Laws, any Environmental Law, nor have any and (ii) Materials of Environmental Concern have not been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, Company’s or any of its Subsidiaries’ properties in a manner that could would reasonably be expected to give rise to liability to the Company or any of its Subsidiaries under, any applicable Environmental LawLaws. (e) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary of its Subsidiaries is or to the knowledge of a Responsible Officer of the Company will be named as a party with respect or which will adversely affect the ability of the Company or any of its Subsidiaries to the Properties or the Business, conduct any part of their business nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to the Properties Company or the Businessany of its Subsidiaries. (f) There has been no release or threat of release of Materials of Environmental Concern at or from any location for which the Properties, or arising from or related to the operations of the Borrower Company or any Subsidiary in connection with the Properties of its Subsidiaries is liable by contract or otherwise in connection with the Businessoperation of law, in violation of, of or in amounts or in a manner that could would reasonably be expected to give rise to liability under, to the Company or any of its Subsidiaries under any applicable Environmental Laws.

Environmental Matters. Except to the extent that the failure all of the following statements to be true and correct could would not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, in, on, or under, including, without limitation, the soil and groundwater thereunder, any Materials of Environmental Concern in amounts or concentrations which (i) that constitute or constituted a violation of, or (ii) could reasonably would reasonably be expected to give rise to liability under, any under Environmental LawLaws. (b) The Properties and all operations and facilities at the Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of Parent and its Subsidiaries (the “Business”) which could would reasonably be expected to materially interfere with the continued operation of any of the Properties or Business or materially impair the fair saleable value of any thereof. Neither the Parent nor any Subsidiary has assumed any liability of any Person under Environmental Laws. (c) Neither the Borrower Parent nor any of its Subsidiaries Subsidiary has received nor is it aware of any claim, notice of violation, alleged violation, non-compliance, liability investigation or advisory action or potential liability regarding environmental matters or compliance with of Environmental Laws Law with regard to any of the Properties which has not been satisfactorily resolved by the Parent or its Subsidiary and neither the Business, Parent nor does the Borrower have knowledge or any Subsidiary is aware and has no reason to believe that any such notice will be received or action is being contemplated, considered or threatened. (d) Materials of Environmental Concern have not been transported generated, treated, stored, transported, disposed of, at, on, from or disposed under any of from the Properties in violation of, by the Parent or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Lawof its Subsidiaries, nor have any Materials of Environmental Concern been generated, treated, stored transferred by the Parent or disposed of at, on or under any of its Subsidiaries from the Properties to any other location except in violation of, or either case in a manner the ordinary course of business of the Parent and its Subsidiaries in compliance with all Environmental Laws and such that could it would not reasonably be expected to give rise to liability under, under any applicable Environmental Law. (e) No There are no governmental, administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge of the Borrower, threatened, contemplated or threatened under any Environmental Law Laws to which the Borrower Parent or any Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat any of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as could not reasonably be expected expected, either individually or in the aggregate, to have result in a Material Adverse EffectChange: (a) The Borrower and its Subsidiaries, their operations, facilities and properties are and for the past five years have been in compliance with all Environmental Laws. (b) The facilities and properties currently owned, leased or operated by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower or any of its Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Subsidiaries or their predecessors in interest (the “Properties”) ), do not contain, and have not previously contained, contain any Hazardous Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation ofof Environmental Law by, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in complianceLiability for, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofSubsidiaries. (c) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or other liabilities under Environmental Laws Laws, or knows of any basis for any such written notices, including any with regard to their activities at any of the Properties or the Business, nor does business currently or formerly operated by the Borrower have knowledge or reason any of its Subsidiaries, or any prior business for which the Borrower or any of its Subsidiaries is subject to believe that liability under any such notice will be received or is being threatenedEnvironmental Law. (d) Hazardous Materials of Environmental Concern have not been transported or disposed of Released from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed Released of by or on behalf of the Borrower or any of its Subsidiaries at, on on, from or under any of the Properties in violation ofof any Environmental Law, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which Liability for the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessof its Subsidiaries. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to as, individually or in the extent that the failure of the following statements to be true and correct aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) or under circumstances that constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental Law.; (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there no Group Member has received or is no contamination at, under or about the Properties or violation aware of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any written notice of violationviolation or other written notice, alleged alleging a violation, non-compliance, liability or potential liability regarding environmental matters under or compliance with relating to Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower Company have knowledge or of any reason to believe for believing that any such notice will be received or is being threatened.received; (dc) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which that could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.; (ed) No no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Borrower or any Subsidiary Group Member is or will could reasonably be expected to be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.; (fe) There there has been no release or threat of threatened release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary Group Member in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability underunder applicable Environmental Laws; (f) all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no outstanding violation of any Environmental Law with respect to the Properties or the Business; and (g) no Group Member has assumed any liability of any other Person under applicable Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except as set forth in Schedule 6.10 and except to the extent that the failure all of the following statements to be true and correct could following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) The To the knowledge of the Borrower and the other Credit Parties, the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The To the knowledge of the Borrower and the other Credit Parties, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof). (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does do the Borrower nor the other Credit Parties have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Borrower and the other Credit Parties, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerBorrower and the other Credit Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There To the knowledge of the Borrower and the other Credit Parties, there has been no unremediated release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except 2.35.1 The business and operations of the Company, and each of its Subsidiaries, have been and are being conducted in compliance with all applicable laws, ordinances, rules, regulations, licenses, permits, approvals, plans, authorizations or requirements relating to occupational safety and health, or pollution, or protection of health or the environment (including, without limitation, those relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic substances, materials or wastes into ambient air, surface water, groundwater or land, or relating to the extent that manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, gaseous or liquid in nature) of any governmental department, commission, board, bureau, agency or instrumentality of the United States, any state or political subdivision thereof, or to the knowledge of the Company, any foreign jurisdiction (“Environmental Laws”), and all applicable judicial or administrative agency or regulatory decrees, awards, judgments and orders relating thereto, except where the failure of the following statements to be true and correct could in such compliance would not be reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect: (a) The facilities Change; and properties owned, leased or operated by neither the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower Company nor any of its Subsidiaries has received any notice of violationfrom any governmental instrumentality or any third party alleging any material violation thereof or liability thereunder (including, alleged violation, non-compliancewithout limitation, liability for costs of investigating or potential liability regarding environmental matters remediating sites containing hazardous substances and/or damages to natural resources). 2.35.2 There has been no storage, generation, transportation, use, handling, treatment, Release or compliance with Environmental Laws with regard to threat of Release of Hazardous Materials (as defined below) by or caused by the Company or any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. its Subsidiaries (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatenedany other entity (including any predecessor) for whose acts or omissions the Company or any of its Subsidiaries is or could reasonably be expected to be liable) at, on, under or from any Environmental Law to which property or facility now or previously owned, operated or leased by the Borrower Company or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersof its Subsidiaries, or other administrative or judicial requirements outstanding at, on, under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, any other property or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businessfacility, in violation of, or in amounts of any Environmental Laws or in a manner or amount or to a location that could reasonably be expected to result in any liability under any Environmental Law, except for any violation or liability which would not, individually or in the aggregate, have a Material Adverse Change. “Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability underunder any Environmental Law. “Release” means any spilling, Environmental Lawsleaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure.

Environmental Matters. Except Seller has heretofore delivered to Buyer all environmental reports and all environmental site assessments relating to the extent Assets that have been identified by Seller after diligent inquiry, which reports have been identified in schedules delivered to Buyer on or prior to the failure of date hereof ("Environmental Reports"). Except as disclosed in Schedule 4.6 or in the following statements to be true and correct could not reasonably be expected to have a Material Adverse EffectEnvironmental Reports: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not containSeller holds, and have is in substantial compliance with, all Environmental Permits that are required for Seller to conduct the Business and operate the Assets, and Seller is otherwise in compliance with applicable Environmental Laws with respect to the Business and operation of the Assets, except for such failures to hold or comply with required Environmental Permits, or such failures to be in compliance with applicable Environmental Laws, as would not, individually or in the aggregate, result in an Asset Material Adverse Effect; (b) Seller has not previously contained, any Materials of Environmental Concern in amounts or concentrations which received (i) constitute any written request for information, or constituted been notified that it is a violation ofpotentially responsible party, under CERCLA or any similar state law with respect to any of the Real Property, or (ii) could reasonably be expected any written notification from a Governmental Authority with respect to give rise pending or ongoing investigations or enforcement actions related to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under alleged or about the Properties or violation potential violations of any applicable Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.Real Property; (c) Neither Seller has not entered into or agreed to any consent decree or order relating to the Borrower nor Assets, and is not subject to any of its Subsidiaries has received any notice of violationoutstanding judgment, alleged violationdecree, non-compliance, liability or potential liability regarding environmental matters or judicial order relating to compliance with any Environmental Laws with regard Law or to Remediation of Regulated Substances under any of Environmental Law relating to the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.Assets; and (d) Materials To Seller's Knowledge, no Release of Environmental Concern have not been transported Regulated Substances has occurred at, from, in, on, or disposed of under the Real Property, and, except as legally permitted, no Regulated Substances are present in, on, about or migrating from the Properties Real Property, in violation of, or in a manner or to a location which could reasonably be expected to each case that would give rise to liability under, any an Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or Claim related to the operations of Assets for which Remediation would reasonably be required, except in any such case to the Borrower extent that any such Release or any Subsidiary in connection with the Properties or otherwise in connection with the BusinessEnvironmental Claim would not, in violation of, individually or in amounts or the aggregate, result in a manner that could reasonably be expected to give rise to liability under, an Environmental LawsClaim in excess of $500,000.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “"Business”") which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (ai) The facilities and properties owned, leased or operated by the Borrower or any of and its Subsidiaries (now or in the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could reasonably be expected to give rise to liability underunder applicable Environmental Laws except where such violation or liability could not reasonably be expected, any Environmental Law.individually or in the aggregate, to have a Material Adverse Effect; (bii) The Properties Except to the extent such matters could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Borrower, each of its Subsidiaries and such properties and all operations at the Properties conducted in connection therewith are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) such operations which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.such properties; (ciii) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the BusinessLaws, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened., except where such violation, alleged violation, non-compliance, liability or potential liability which is the subject of such notice could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (div) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding Laws, except where such violation or governmental liability could not reasonably be expected, individually or administrative action is pending orin the aggregate, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as have a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.Material Adverse Effect;

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties ownedTo the best knowledge of the Company, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawLaw except to the extent such violation or liability could not reasonably be expected to have a Material Adverse Effect. (b) The To the best knowledge of the Company, (i) the Properties and all operations of the Company and its Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and (ii) there is no contamination at, under or about the Properties or violation of any Environmental Law Laws with respect to the Properties or the business operated by the Borrower Company or any of its Subsidiaries (the “Business”) which except to the extent such noncompliance or violation could not reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofhave a Material Adverse Effect. (c) Neither Except as set forth on Schedule 3.18, neither the Borrower Company nor any of its Subsidiaries Subsidiary has received any written or actual notice of material violation, alleged violation, non-compliancenon‑compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower Company have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Company, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to material liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to material liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessBusiness that, in each case, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (f) There To the best knowledge of the Company, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary Company in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to material liability under, under Environmental Laws.

Environmental Matters. (a) Except to the extent that the failure of the following statements to be true and correct could where such non-compliance or violation or liability would not reasonably be expected to have a Material Adverse Effect: (a) The , the facilities and properties owned, leased or operated by the Borrower or any of its the Credit Parties and their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to have resulted in liability under, any Environmental Law. (b) The Except where such non-compliance or violation would not reasonably be expected to have a Material Adverse Effect, and to the best knowledge of the Credit Parties with respect to Properties that are leased, the Properties and all operations of the Credit Parties and their Subsidiaries at the Properties are in compliance, and have in the last five three (3) years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither Except where such non-compliance, violation or liability would not reasonably be expected to have a Material Adverse Effect, none of the Borrower nor Credit Parties or any of its Subsidiaries has received any written notice of of, or otherwise become aware of, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any of the Credit Parties for which any of the Credit Parties has liability (the “Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened”). (d) Except where such violation or liability would not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give has given rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give has given rise to liability under, any applicable Environmental Law. (e) No Except as would not reasonably be expected to have a Material Adverse Effect, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any of the Borrower or Credit Parties is or, to the knowledge of any Subsidiary is or will Credit Party, would reasonably be expected to be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements directives outstanding under any Environmental Law with respect to the Properties or the Business. (f) There Except where such violation or remediation would not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Borrower or any Subsidiary Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, requiring remediation under Environmental Laws.

Environmental Matters. Except Other than as set forth on Schedule 4.17 and exceptions to the extent that the failure any of the following statements that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (a) Borrower and its Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; and (ii) reasonably believe that compliance with all applicable Environmental Laws that are or are expected to become applicable to any of them will be true timely attained and correct maintained, without material expense. (b) Hazardous Materials are not present at, on, under, or in any real property now or formerly owned, leased or operated by Borrower or any of its Subsidiaries, or at any other location (including any location to which Hazardous Materials have been sent for re-use or recycling or for treatment, storage, or disposal) that could reasonably be expected to (i) give rise to liability of Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in material costs to Borrower or any of its Subsidiaries, or (ii) interfere in any material respect with Borrower’s or any of its Subsidiaries’ continued operations, or (iii) impair the fair saleable value of any real property owned or leased by Borrower or any of its Subsidiaries. (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which Borrower or any of its Subsidiaries is, or to Borrower’s knowledge could reasonably be expected to be, named as a party that is pending or, to Borrower’s knowledge, threatened. (d) Neither Borrower nor any of its Subsidiaries have received any written request for information, or been notified of any Environmental Claim that it is a potentially responsible party under or relating to CERCLA, or any similar Environmental Law, or with respect to any Hazardous Materials. (e) Neither Borrower nor any of its Subsidiaries have 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 or liability under any Environmental Law and which is outstanding as of the Closing Date. (f) To Borrower’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including any Hazardous Materials Activity, that could reasonably be expected to form the basis of any Environmental Claim against Borrower or any of its Subsidiaries, or to Borrower’s knowledge, against any person or entity whose liability for any Environmental Claim Borrower has retained or assumed either contractually or by operation of law. (g) Borrower has provided to the Secured Parties all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to Borrower or any of its Subsidiaries regarding environmental matters pertaining to, or the environmental condition of, the business of Borrower or any of its Subsidiaries, or the compliance (or noncompliance) by Borrower and its Subsidiaries with any Environmental Laws, except where any such information does not disclose any condition that could reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except (a) The Company and each of its Subsidiaries (i) have not received any written notice of any alleged material claim, violation of or liability under any Environmental Law which has not heretofore been cured or for which there is any remaining liability; (ii) have not disposed of, emitted, discharged, handled, stored, transported, sold, distributed, used or released any Hazardous Materials or any product containing Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials in each case so as to give rise to any material liability or corrective or remedial obligation under any Environmental Laws; (iii) have not entered into any agreement that may require any of them to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to material liabilities arising out of Environmental Laws or the extent that the failure Hazardous Materials related activities of the following statements Company or its Subsidiaries; and (iv) have delivered to be true Parent or made available for inspection by Parent and correct could its agents, representatives and employees all records in the Company’s and Subsidiaries’ possession concerning the Hazardous Materials activities of the Company and all environmental audits and environmental assessments of any facility owned, leased or used at any time by the Company or each of its Subsidiaries conducted at the request of, or otherwise in the possession of the Company or any of its Subsidiaries. Except as would not reasonably be expected to have result in a Company Material Adverse Effect: (a) The facilities and , there are no Hazardous Materials in, on, or under any properties owned, leased or operated used at any time by the Borrower Company or each of its Subsidiaries such as could give rise to any liability or corrective or remedial obligation of the Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, under any Environmental LawLaws. (b) The Properties and all operations at For the Properties are in compliancepurposes of this Section 2.14, and have in the last five years been in compliance, in all material respects with all applicable (i) “Environmental Laws” shall mean all federal, state, local and there is no contamination atforeign laws and regulations relating to worker health and safety, under pollution, protection of the environment or about the Properties or violation exposure of any Environmental Law with respect individual to Hazardous Materials, including laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the Properties manufacture, processing, registration, distribution, labeling, recycling, use, treatment, storage, disposal, transport or the business operated by the Borrower handling of Hazardous Materials and including any Hazardous Materials related electronic waste, product content or product take-back requirements and (ii) “Hazardous Materials” shall mean chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and biological materials, asbestos-containing materials (ACM), hazardous substances, petroleum and petroleum products or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value fraction thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as disclosed on Schedule 5.13, (a) Except as could not reasonably be expected to have a Material Adverse Effect: , (ai) The each of the facilities and properties owned, leased or operated by any of the Borrower or any of and its Subsidiaries (the “Subject Properties”) do not contain), and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Subject Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and (iii) there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries with respect to the Subject Properties or the businesses operated by them (the “BusinessBusinesses”), and (iv) which there are no conditions relating to the Businesses or Subject Properties that could reasonably be expected give rise to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofliability under any applicable Environmental Laws. (cb) Neither None of the Borrower nor or any of its Subsidiaries has received any written notice of of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Subject Properties or the BusinessBusinesses, other than those that have been resolved or those which could not reasonably be expected to have a Material Adverse Effect, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened with respect to any matter the resolution of which could reasonably be expected to have a Material Adverse Effect. (dc) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofSubject Properties, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Subject Properties or any other location, in each case by or on behalf of any of the Borrower or its Subsidiaries in violation of, or in a manner that could would be reasonably be expected likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to and which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Lawshave a Material Adverse Effect.

Environmental Matters. Except to as, individually or in the extent that the failure of the following statements to be true and correct aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) or under circumstances that constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law.; (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower neither TWTC nor any of its Subsidiaries has received any written notice of any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does TWTC or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.; (dc) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.; (ed) No no judicial proceeding or governmental or administrative action is pending or, to the knowledge of TWTC or the Borrower, threatened, under any Environmental Law to which the Borrower TWTC or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements orders outstanding under any Environmental Law with respect to the Properties or the Business.; (fe) There there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower TWTC or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability underunder Environmental Laws; and (f) the Properties and all operations at the Properties or otherwise in respect to the Business are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws.

Environmental Matters. (a) Except to the extent that the failure of the following statements to be true and correct could where such violation or liability would not reasonably be expected to have a Material Adverse Effect: (a) The , the facilities and properties owned, leased or operated by the Borrower or any of its the Credit Parties and their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to have resulted in liability under, any Environmental Law. (b) The Except where such violation would not reasonably be expected to have a Material Adverse Effect, (i) the Properties and all operations of the Credit Parties and their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and (ii) there is no contamination at, at or under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries the Credit Parties (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof). (c) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the BusinessBusiness which would reasonably be expected to have a Material Adverse Effect, nor does the Borrower nor any of its Subsidiaries have knowledge or reason to believe that of any such notice will be received or is being threatenedthreatened notice. (d) Except where such violation or liability would not reasonably be expected to have a Material Adverse Effect, (i) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give has given rise to liability under, under any Environmental Law, nor have any and (ii) Materials of Environmental Concern have not been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give has given rise to liability under, any applicable Environmental Law. (e) No Except where such proceeding or action would not reasonably be expected to have a Material Adverse Effect, (i) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any of the Borrower or any Subsidiary Credit Parties is or will be named as a party with respect to the Properties or the Business, nor and (ii) there are there any no consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements directives outstanding under any Environmental Law with respect to the Properties or the Business. (f) There Except where such violation or liability would not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Borrower or any Subsidiary Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, requiring remediation under Environmental Laws.

Environmental Matters. Except As of the Closing Date, except as disclosed in the most recent SEC Filings, neither the Borrower nor any Restricted Subsidiary has knowledge of any liability or has received any notice of any liability, and no proceeding has been instituted raising any liability against the Borrower or any of its Restricted Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the extent that the failure environment or violation of the following statements to be true and correct any Environmental Laws, except, in each case, such as could not reasonably be expected to have result in a Material Adverse EffectEffect individually or in the aggregate. As of the Closing Date, except as disclosed in the most recent SEC Filings, and except as otherwise disclosed in writing: (a) The facilities and neither the Borrower nor any Restricted Subsidiary has knowledge of any facts which would give rise to any liability, public or private, for violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect; (b) neither the Borrower nor any of its Restricted Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and (c) all buildings on all real properties now owned, leased or operated by the Borrower or any of its Restricted Subsidiaries (the “Properties”) do are in compliance with applicable Environmental Laws, except where failure to comply could not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or result in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawMaterial Adverse Effect. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure all of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, in, on, or under, including, without limitation, the soil and groundwater thereunder, any Materials of Environmental Concern in amounts or concentrations which (i) that constitute or constituted a violation of, or (ii) reasonably could reasonably be expected to give rise to liability under, any under Environmental LawLaws. (b) The Properties and all operations and facilities at the Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the any Borrower or any of its Subsidiaries (the “Business”) Subsidiary thereof which could reasonably be expected to materially interfere with the continued operation of any of the Properties or Business or materially impair the fair saleable value of any thereof. None of the Borrowers nor any of their Subsidiaries have assumed any liability of any Person under Environmental Laws. (c) Neither the Company nor any other Borrower nor any of its their Subsidiaries has received or is aware of any claim, notice of violation, alleged violation, non-compliance, liability investigation or advisory action or potential liability regarding environmental matters or compliance with of Environmental Laws Law with regard to any of the Properties which has not been satisfactorily resolved by the Company or the Businesssuch other Borrower or Subsidiary, nor does is the Company nor any other Borrower or Subsidiary aware or have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened. (d) Materials of Environmental Concern have not been transported generated, treated, stored, transported, disposed of, at, on, from or disposed under any of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, by any Environmental Lawof the Borrowers nor any of their Subsidiaries, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under transferred by any of the Borrowers or any of their Subsidiaries from the Properties to any other location except in violation of, either case in the ordinary course of business of the Borrowers or any Subsidiary thereof in a manner compliance with all Environmental Laws and such that it could not reasonably be expected to give rise to liability under, under any applicable Environmental Law. (e) No There are no governmental, administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge of the Borrowereach Borrower and its Subsidiaries after reasonable inquiry, threatened, contemplated or threatened under any Environmental Law Laws to which the Borrower Company or any Subsidiary is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any of the Properties or the BusinessProperties. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations operation of the Borrower Company or any Subsidiary of its Subsidiaries in connection with the Properties or otherwise in connection with the Business, business operated by the Company or any of its Subsidiaries in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under any Environmental LawsLaw.

Environmental Matters. Except as set forth on Schedule 6.10 and except to the extent that the failure all of the following statements to be true and correct could following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) The To the best knowledge of the Borrower and the other Credit Parties, the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The To the best knowledge of the Borrower and the other Credit Parties, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “"Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof"). (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does do the Borrower nor the other Credit Parties have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Borrower and the other Credit Parties, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerBorrower and the other Credit Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There To the best knowledge of the Borrower and the other Credit Parties, there has been no unremediated release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except Other than exceptions to the extent that the failure any of the following statements to be true and correct that could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectEffect or the payment of a Material Environmental Amount: (a) The facilities Borrower and properties its Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) reasonably believe that there are no pending changes in applicable Environmental Laws. (b) Materials of Environmental Concern are not present at, on, under, in, or about any real property now or formerly owned, leased or operated by the Borrower or any of its Subsidiaries or, to the Borrower's knowledge, at any other location (the “Properties”) do not containincluding, and have not previously containedwithout limitation, any location to which Materials of Environmental Concern in amounts have been sent for re-use or concentrations recycling or for treatment, storage, or disposal) which could reasonably be expected to (i) constitute give rise to liability of the Borrower or constituted a violation ofany Subsidiary, or (ii) could reasonably be expected to give rise to liability underinterfere with the Borrower's or any Subsidiary's continued operations, or (iii) impair the fair saleable value, as a component of a going business, of any Environmental Lawreal property owned or leased by the Borrower or any Subsidiary. (bc) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there There is no contamination atjudicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or about the Properties or violation of relating to any Environmental Law with respect to the Properties or the business operated by which the Borrower or any of its Subsidiaries (is, or to the “Business”) which could reasonably be expected to materially interfere with the continued operation knowledge of the Properties or Business or materially impair Borrower will be, named as a party that is pending or, to the fair saleable value thereofknowledge of the Borrower, threatened. (cd) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofwritten request for information, or in been notified that it is a manner potentially responsible party under or relating to a location which could reasonably be expected to give rise to liability underthe federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, nor have or with respect to any Materials of Environmental Concern been generatedConcern. (e) Neither the Borrower nor any of its Subsidiaries has entered into or agreed to any consent decree, treatedorder, stored or disposed of atsettlement or other agreement, on nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (ef) No judicial proceeding Neither the Borrower nor any of its Subsidiaries has assumed or governmental retained, by contract or administrative action is pending oroperation of law, to the knowledge any liabilities of the Borrowerany kind, threatenedfixed or contingent, known or unknown, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to any Material of Environmental Concern. Notwithstanding the Properties or qualification as to the BusinessBorrower's knowledge set forth in the foregoing subsection 4.16(b), nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersfor purposes of Section 8(b) the representations contained in such subsection 4.16(b) shall be deemed to be made, or other administrative or judicial requirements outstanding under any Environmental Law with respect have been made, as the case may be, without giving effect to the Properties or the Businesssuch qualification. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effectas set forth on Schedule 4: (ai) The facilities To the best of the Credit Parties’ knowledge and properties belief after diligent inquiry, each Property owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Credit Parties do not contain, and during their period of ownership, lease or operation of such Property, have not previously contained, any Materials of Environmental Concern which are currently a concern, in amounts or concentrations which (i) currently constitute or constituted a violation of, or (ii) under current law could reasonably be expected to give rise to liability under, any Environmental Law, except in either case insofar as the violation or liability, individually or collectively, is not reasonably likely to result in a Material Adverse Effect. (bii) The Properties To the best of the Credit Parties’ knowledge and belief after diligent inquiry, each Property and all their operations at the Properties such Property are in compliancecompliance in all material respects, and have in have, for the lesser of the last five years or for the duration of, their ownership, lease, or operation by the Credit Parties, been in compliance, compliance in all material respects with all applicable Environmental Laws, and there is no current contamination by Materials of Environmental Concern at, under or about the Properties such Property or violation of any Environmental Law with respect to the Properties such Property or the business operated by the Borrower Credit Parties or any of its their Subsidiaries (collectively, the “Business”“) which either has not been remediated (or is not in the process of being remediated) or could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (ciii) Neither None of the Borrower nor any of its Subsidiaries Credit Parties has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with applicable Environmental Laws with regard to any of the Properties Property or the Business, nor except in all cases insofar as the notice individually or collectively, does the Borrower have knowledge not involve a matter or reason matters that is or are reasonably likely to believe that any such notice will be received or is being threatenedresult in a Material Adverse Effect. (div) To the best of the Credit Parties’ knowledge and belief, Materials of Environmental Concern have not been transported or disposed of from the Properties any Property in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties Property in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawLaw except in each case insofar as any violation or liability referred to in this subsection, individually or collectively, is not reasonably likely to result in a Material Adverse Effect. (ev) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is Credit Parties are or will be named as a party with respect to the Properties each Property or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties each Property or the Business, except in each case insofar as those proceeding, action, decree, order or other requirement, individually or collectively, is not reasonably likely to result in a Material Adverse Effect. (fvi) There To the best of the Credit Parties’ knowledge and belief after diligent inquiry, there has been no release or or, to the best of Credit Parties knowledge and belief, threat of release of Materials of Environmental Concern at or from the Propertiesany Property, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties any Property or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws, except in each case insofar as any violation or liability referred to in this subsection, individually or collectively, is not reasonably likely to result in a Material Adverse Effect.

Environmental Matters. Except to the extent that as set forth on Schedule 3.6: --------------------- (a) Seller is in compliance with all applicable Environmental Laws except where the failure of the following statements to be true and correct could not in compliance would not, individually or in the aggregate, reasonably be expected to have a Material an Adverse Effect: (a) The facilities and properties ownedEffect on the Acquired Assets, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not containor, and have not previously containedto Seller's knowledge, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to would impose liability under, on Buyer under any Environmental LawLaw for any act or omission of Seller prior to the Closing Date. (b) The Properties Seller has or has applied for all Licenses required under Environmental Laws for the operation of Seller's business (to the extent such business relates to Seller's use of the Acquired Assets) as presently conducted (the "Environmental Permits") and all operations at the Properties there are in complianceno violations, and no pending, or, to the knowledge of Seller, threatened, investigations or proceedings with respect to such Environmental Permits except where the failure to have such Environmental Permits or where the violation, investigation or proceeding relating thereto would not, individually or in the last five years aggregate, reasonably be expected to have an Adverse Effect on the Acquired Assets or, to Seller's knowledge, would impose liability on Buyer under any Environmental Law for any act or omission of Seller prior to the Closing Date. (c) Since January 1, 1995, and, to Seller's knowledge, before that date, Seller has not received any written notice, notification, demand, request for information, citation, summons, complaint or Order, nor is there pending, or, to the knowledge of Seller, threatened by any Person against Seller in connection with Seller's business (to the extent such business relates to Seller's use of the Acquired Assets) nor has any material penalty been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or assessed against Seller for any alleged violation of any Environmental Law with respect to or liability thereunder, other than where such notice, notification, demand, request for information, citation, summons, complaint or Order has been fully resolved, or where resolution would not, individually or in the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could aggregate, reasonably be expected to materially interfere with have an Adverse Effect on the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedAcquired Assets. (d) Materials To the knowledge of Seller, no hazardous substance has been released in violation of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of Laws at, on or under any of the Properties real property used in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) . There has been no release environmental investigation, study, audit, test, review or threat other analysis conducted of release of Materials of Environmental Concern at or from the Properties, or arising from or related which Seller has knowledge in relation to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected Acquired Asset which has not been delivered to give rise to liability under, Environmental LawsBuyer.

Environmental Matters. Except to the extent that the failure all of the following statements to be true and correct could following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties ownedTo the knowledge of the Borrower, leased or operated by no Property of the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not contains or has previously contained, contained any Materials of Environmental Concern in amounts or concentrations which (i1) constitute or constituted a violation of, or (ii2) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The To the knowledge of the Borrower, the Properties of the Borrower and its Subsidiaries and all operations at the such Properties are in compliance, and, to the extent of the Borrower’s and its Subsidiaries’ involvement with the Properties, have in the last five years heretofore been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the such Properties or violation of any Environmental Law with respect to the such Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof). (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties of the Borrower and its Subsidiaries or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties of the Borrower and its Subsidiaries while owned or operated by the Borrower or any of its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the such Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties of the Borrower and its Subsidiaries or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the such Properties or the Business. (f) There To the knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesProperties of the Borrower and its Subsidiaries, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the such Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true as set forth on Company Disclosure Schedule 4.19 hereto and correct except as could not reasonably be expected to have a Material Adverse EffectEffect with respect to the Company: (a) The facilities and properties ownedthe operations of the Company, leased or operated by with respect to the Borrower or any of its Subsidiaries (the “Properties”) do not containBusiness, are and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all applicable Environmental Laws, which compliance includes obtaining, maintaining in good standing and there complying with all Environmental Permits necessary to operate the Business, except for non-compliance that would not reasonably be expected to result in the Business incurring material Environmental Costs and Liabilities, and no action or proceeding is pending or, to the Knowledge of the Company, threatened to revoke, modify or terminate any such Environmental Permit, which is necessary and material to the operation of the Business, and, to the Knowledge of the Company, no contamination atfacts, under circumstances or about conditions currently exist that could adversely affect such continued material compliance with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain such continued material compliance with Environmental Laws and Environmental Permits; (b) with respect to the Properties Business, the Company is not the subject of any outstanding written Order or Contract with any Governmental Authority or Person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material; (c) no claim is pending or to the Knowledge of the Company, threatened against the Company, alleging, with respect to the Business, that the Company may be in violation of any Environmental Law or any Environmental Permit or may have any Liability under any Environmental Law including, but not limited to, claims relating to noise or odors, other than such claims that are routine in nature and would not, individually or in the aggregate, result in the Business incurring material Environmental Costs and Liabilities; (d) to the Knowledge of the Company, no facts, circumstances or conditions exist with respect to the Properties Business or the business any property currently or formerly owned, operated or leased by the Borrower Company or any property to which the Company arranged for the disposal or treatment of its Subsidiaries Hazardous Materials that could reasonably be expected to result in the Business incurring unbudgeted material Environmental Costs or Liabilities; (e) to the “Knowledge of the Company, there are no investigations of the Business”) , or currently or previously owned, operated or leased property of the Company, pending or threatened, which could reasonably be expected to materially interfere with lead to the continued operation imposition of the Properties any material Environmental Costs or Business Liabilities or materially impair the fair saleable value thereof.Liens under Environmental Law; (cf) Neither the Borrower nor transactions contemplated hereunder do not require the consent of or filings with any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding Governmental Authority with jurisdiction over the Company and environmental matters or compliance with Environmental Laws with regard to matters; (g) there is not located at any of the Properties Owned Property or Real Property Leases, or at any property previously owned, operated or leased by the BusinessCompany during the Company’s ownership, nor does the Borrower have knowledge operation or reason to believe that lease, any such notice will be received (i) underground storage tanks, (ii) landfill, (iii) surface impoundment, (iv) asbestos-containing material or is being threatened.(v) equipment containing polychlorinated biphenyls; (dh) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party Company with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law Business has no residual liability with respect to abandoned or former properties, including any obligation to remove or demolish on-site structures or close wastewater lagoons or ponds, and, to the Properties Knowledge of the Company, no Owned Property or the Business.Real Property Leases have any structures or features, including abandoned buildings or wastewater lagoons or ponds (other than those being used in compliance with Environmental Laws) requiring removal, demolition, or closure; and (fi) There the Company has made available to MergerLLC all material environmentally related audits, studies, reports, analyses and results of investigations that have been no release performed with respect to any currently or threat previously owned, leased or operated properties of release of Materials of the Company or material documentation relating to pending or threatened claims or investigations pursuant to Environmental Concern at or from the PropertiesLaws, or arising from or related to the operations extent such materials are in the possession, custody or control of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsCompany.

Environmental Matters. Except to as individually or in the extent that the failure of the following statements to be true and correct could aggregate would not reasonably be expected to have result in a Material Adverse Effect: (a) The the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances which (i) constitute or constituted a violation of, or (ii) could would reasonably be expected to give have given rise to liability undera release or a threat of release, as regulated or defined, under any Environmental Law.; (b) The the Properties and all operations at the Properties are in material compliance, and have in the last five years been in material compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) ). Neither the Borrower nor any of its Subsidiaries has contractually assumed any liability of any other Person under Environmental Laws other than in the ordinary course of business; (c) neither the Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability liability, judicial proceeding or governmental or administrative action or consent decrees or other decrees, consent orders, administrative orders or other orders, regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.; (d) Materials materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law.; and (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the properties previously owned or operated by the Borrower or any Subsidiary (the “Former Properties”) during such period of ownership or operation, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Former Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could would reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to as disclosed in CEI’s Annual Report on Form 10-K for the extent that year ended December 31, 2013 or its Quarterly Report on Form 10-Q for the failure of the following statements to be true and correct fiscal quarter ended March 31, 2014, or as otherwise could not reasonably be expected to have a Material Adverse EffectChange: (a) The Borrower and its Subsidiaries, their operations, facilities and properties are in compliance with all applicable Environmental Laws. (b) The facilities and properties currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not containcontain any Hazardous Materials attributable to the ownership, and have not previously contained, lease or operation of the Properties by the Borrower or any Materials of Environmental Concern its Subsidiaries in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by for the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofunder, any applicable Environmental Law. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws Laws, including any with regard to their activities at any of the Properties or the Business, nor does business operated by the Borrower have knowledge or reason to believe that any such notice will be received of its Subsidiaries, or is being threatenedany prior business for which the Borrower or any of its Subsidiaries has retained liability under any Environmental Law. (d) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of by or on behalf of the Borrower or any of its Subsidiaries at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which for the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessof its Subsidiaries. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to as (i) disclosed in the extent that Specified Exchange Act Filings or (ii) in the failure of the following statements to be true and correct aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The the facilities and properties owned, leased or operated by the Borrower or any of and its Significant Subsidiaries (the “Properties”) do not contain, and and, to the Borrower’s knowledge, have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) or under circumstances that constitute or constituted a violation of, or (ii) could reasonably be expected or, to the Borrower’s knowledge, would give rise to liability under, any Environmental Law.; (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither neither the Borrower nor any of its Significant Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and its Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.; (dc) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected that, to the Borrower’s knowledge, would give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected that, to the Borrower’s knowledge, would give rise to liability under, any applicable Environmental Law.; (ed) No no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary of its Significant Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.; (fe) There there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary of its Significant Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected that, to the Borrower’s knowledge, would give rise to liability underunder Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any of its Significant Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except The Borrower and each of its Subsidiaries have complied in all material respects with, and on the date of each Credit Event will be in compliance in all material respects with, all Environmental Laws and the requirements of any permits, licenses or other authorizations issued under such Environmental Laws. There are no pending or, to the extent that the failure best knowledge of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties ownedBorrower, leased past or threatened Environmental Claims against the Borrower or any of its Subsidiaries or any Real Property now or formerly owned or operated by the Borrower or any of its Subsidiaries. There are no facts, circumstances, conditions or occurrences on any Real Property now or formerly owned or operated by the Borrower or any of its Subsidiaries (or, to the “Properties”) do not containbest knowledge of the Borrower, and have not previously containedon any property adjoining or in the vicinity of any such Real Property that, any Materials to the best knowledge of Environmental Concern in amounts or concentrations which the Borrower, could reasonably be expected (i) constitute to form the basis of an Environmental Claim against the Borrower or constituted any of its Subsidiaries or any such Real Property, which Environmental Claim could reasonably be expected to result in a violation ofMaterial Adverse Effect, individually or in the aggregate with all other Environmental Claims, or (ii) could reasonably to cause any such Real Property to be expected subject to give rise to liability underany restrictions on the ownership, occupancy, use or transferability of such Real Property by the Borrower or any of its Subsidiaries under any Environmental Law. (ba) The Properties and all operations Hazardous Materials have not at the Properties are in complianceany time been generated, and have in the last five years been in complianceused, in all material respects with all applicable Environmental Lawstreated or stored on, and there is no contamination ator transported to or from, under any Real Property owned or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which where such generation, use, treatment or storage has violated or resulted in liability under, or could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner violate or to a location which could reasonably be expected to give rise to result in liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored which violation or disposed of at, on or under any of the Properties in violation of, or in a manner that liability could reasonably be expected to give rise to result in a Material Adverse Effect, individually or in the aggregate with all other violations of or liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which Law. Hazardous Materials have not at any time been Released on or from any Real Property owned or operated by the Borrower or any Subsidiary is of its Subsidiaries where such Release has violated or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersresulted in material liability under, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise violate or to result in material liability under, any Environmental LawsLaw. There are not now nor have there been any underground storage tanks or related piping located on any Real Property owned or operated by the Borrower or any of its Subsidiaries. (b) Notwithstanding anything to the contrary in this Section 7.19, the representations made in this Section 7.19 shall only be untrue if the aggregate effect of all failures, noncompliances and liabilities of the types described above could reasonably be expected to result in a Material Adverse Effect.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by With respect to the Borrower or any operation of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which Business: (i) constitute or constituted a violation ofto the Knowledge of Seller, or (ii) could reasonably be expected to give rise to liability underthe Seller Entities, any Environmental Law. (b) The Properties the Rexam Entities and all operations at the Properties Purchased Entities are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, (ii) to the Knowledge of Seller, the Seller Entities, the Rexam Entities and there the Purchased Entities have, or at the Closing will have, all Environmental Permits which are required under applicable Environmental Laws for the conduct of the Business, other than any such Environmental Permits the absence of which would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect, and no Action is pending, or, to the Knowledge of Seller, threatened, to revoke, cancel or adversely modify any such Environmental Permits and (iii) to the Knowledge of Seller, the Seller Entities, the Rexam Entities and the Purchased Entities are in compliance in all material respects with the terms and conditions of such Environmental Permits. (b) There is no contamination atmaterial civil, criminal or administrative action, demand or claim pending or, to the Knowledge of Seller, as of the date of this Agreement, threatened under or about the Properties or violation of any Environmental Law Laws with respect to the Properties Business. To the Knowledge of Seller, the Seller Entities, the Rexam Entities and the Purchased Entities are not subject to any open or pending investigations with respect to the Business pursuant to Environmental Law or any Environmental Permit, including the receipt of any requests for information related to such investigations, with respect to any matter that is reasonably likely to result in a material Liability to the Business or the business operated by Purchased Assets. The Seller Entities, the Borrower Rexam Entities and the Purchased Entities are not subject to any material order, judgment or decree pursuant to applicable Environmental Law or any of its Subsidiaries (Environmental Permit with respect to the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither To the Borrower nor any Knowledge of its Subsidiaries has received any notice Seller, except as set forth on Section 2.15(c) of violationthe Seller Disclosure Letter, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to there have been no Releases of Hazardous Materials at any of the Properties Business Real Property that would be reasonably likely to subject the Purchased Entities, the Seller Entities, the Rexam Entities or the Business, nor does the Borrower have knowledge Purchaser to any material Liability under any Environmental Law or reason to believe that any such notice will be received Environmental Permit or is being threatenedrequire any material expenditure by any of them thereunder. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties The representations and warranties set forth in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party this Section 2.15 are Seller’s sole and exclusive representations and warranties with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any environmental matters (including Environmental Law with respect to the Properties or the BusinessPermits) and Hazardous Materials in this Agreement. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except To the best of Borrower's knowledge, except as previously disclosed by Borrower to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse EffectBank in writing: (a1) The facilities Oil and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Gas Properties do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation ofin, on, or (ii) could reasonably be expected to give rise to liability under, including, without limitation, the soil and groundwater thereunder, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) Hazardous Materials which could reasonably be expected to materially would interfere with the continued operation of any of the Oil and Gas Properties or Business or materially impair the fair saleable value thereof.; (c2) Neither The Oil and Gas Properties and all operations and facilities located at the Borrower nor Oil and Gas Properties are in compliance with all Environmental Laws, and there are no Hazardous Materials located on, in or under the Oil and Gas Properties which would interfere with the continued operation of any of its Subsidiaries the Oil and Gas Properties or impair the fair saleable value of any thereof; (3) Borrower has not received any complaint, judgment, notice of violation, alleged violation, non-compliance, investigation or advisory action of potential liability or of potential liability responsibility regarding environmental protection matters or permit compliance with under the Environmental Laws with regard to any of the Properties or the BusinessOil and Gas Properties, nor does the is Borrower have knowledge or reason to believe aware that any governmental authority is contemplating delivering to Borrower any such notice. Borrower is not aware of any condition or occurrence on the Oil and Gas Properties that could form the basis of any complaint, judgment, notice will be received of violation, alleged violation, investigation or is being threatened.advisory action of potential liability or of potential responsibility regarding environmental protection matters or permit compliance under the Environmental Laws with regard to the Oil and Gas Properties; (d4) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofgenerated, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generatedused, treated, stored stored, handled, released or disposed of of, as defined under the Environmental Laws, at, on or under any of the Oil and Gas Properties, nor have any Hazardous Materials been transported from the Oil and Gas Properties to any other location, nor have any Hazardous Materials from the Oil and Gas Properties been used, treated, stored, handled, released or arranged for disposal of or disposed of at any other location, other than crude oil and natural gas produced on and transported from the Oil and Gas Properties and Hazardous Materials customarily used in violation of, oil and gas operations which would not interfere with the continued operation of any of the Oil and Gas Properties or in a manner that could reasonably be expected to give rise to liability under, impair the fair saleable value of any applicable Environmental Law.thereof; and (e5) No There are no governmental, administrative actions or judicial proceeding proceedings, including private party actions, pending or governmental or administrative action contemplated under any Environmental Laws to which Borrower is pending or, to the knowledge of the Borrower's best knowledge, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the BusinessOil and Gas Properties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations any of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsOil and Gas Properties.

Environmental Matters. Except to the extent that the failure as set forth on Schedule 9.18 or insofar as there is no reasonable likelihood of the following statements to be true and correct could not reasonably be expected to have a Material Adverse EffectEffect arising from any combination of facts or circumstances inconsistent with any of the following: (a) The facilities and properties owned, leased owned or operated by the Borrower Company or any of its Subsidiaries (the “Properties”) do not contain, and to the knowledge of the Company or its Subsidiaries, have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and there is no contamination at, under or to the knowledge of the Company about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower Company or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofProperties. (c) Neither the Borrower Company nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower Company or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Company or any of its Subsidiaries, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany or any of its Subsidiaries, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other analogous administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower Company or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under any applicable Environmental Laws.

Environmental Matters. Except as set forth on Schedule 3.13, and other than exceptions to the extent that the failure any of the following statements to be true and correct that could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties ownednot, leased or operated by in the Borrower or any of its Subsidiaries (the “Properties”) do not containaggregate, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability undera Material Adverse Effect or materially adversely affect the value of the Oil and Gas Properties of any Contango Entity taken as a whole: (a) Each Contango Entity (i) is, and within the period of all applicable statutes of limitation has been in compliance with all applicable Environmental Laws; (ii) holds all Environmental Permits (each of which is in full force and effect) required for any of its current or planned operations or for any property owned, leased, or otherwise operated by it; and (iii) is, and within the period of all applicable statutes of limitation has been, in compliance with all of its Environmental LawPermits; and no officer of such Contango Entity has knowledge of any reason why its Environmental Permits will not timely be renewed or any new Environmental Permits will not timely be obtained subject to the conditions and terms that may be applied to them by the relevant Governmental Authorities. (b) The Properties and all operations To the knowledge of the Borrower, after due inquiry, Hazardous Substances have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to or at the Properties are in complianceany real property presently or formerly owned, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under leased or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower any Contango Entity or at any of its Subsidiaries (the “Business”) other location, which could reasonably be expected to materially (i) give rise to liability of any Contango Entity under any applicable Environmental Law or (ii) interfere with the continued operation operations of the Properties or Business or materially impair the fair saleable value thereofany Contango Entity. (c) Neither the Borrower nor any of its Subsidiaries has received No judicial, administrative, or arbitral proceeding (including any notice of violation, violation or alleged violation, non-compliance, liability ) under or potential liability regarding environmental matters or compliance with Environmental Laws with regard relating to any Environmental Law to which any Contango Entity is, or to the knowledge of the Properties or the BusinessBorrower will be, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in named as a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action party is pending or, to the knowledge of the BorrowerBorrower threatened. (d) No Contango Entity has received any written request for information, threatenedor been notified that it is a potentially responsible party under any Environmental Law, or with respect to any Hazardous Substances. (e) No Contango Entity has entered into or agreed to any consent decree, order, or settlement, nor is subject to any judgment, decree, or order, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law. (f) No Contango Entity has assumed or retained, by contract or operation of law, any liabilities of any kind, fixed, contingent or otherwise, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party other than in conformity with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessstandard industry practice. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as disclosed on Schedule 5.13: (a) except as could not reasonably be expected to have a Material Adverse Effect: , (ai) The each of the facilities and properties owned, leased or operated by any of the Borrower or any of and its Restricted Subsidiaries (the “Subject Properties”) do not contain), and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Subject Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and (iii) there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Restricted Subsidiaries with respect to the Subject Properties or the businesses operated by them (the “BusinessBusinesses”), and (iv) which there are no conditions relating to the Businesses or Subject Properties that could reasonably be expected give rise to materially interfere with the continued operation liability under any applicable Environmental Laws; (b) none of the Properties Borrower or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Restricted Subsidiaries has received any written notice of of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Subject Properties or the BusinessBusinesses, other than those that have been resolved or those which could not reasonably be expected to have a Material Adverse Effect, nor does any Responsible Officer the Borrower or any of its Restricted Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened.threatened with respect to any matter the resolution of which could reasonably be expected to have a Material Adverse Effect; and (dc) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofSubject Properties, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Subject Properties or any other location, in each case by or on behalf of any of the Borrower or its Restricted Subsidiaries in violation of, or in a manner that could would be reasonably be expected likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to and which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Lawshave a Material Adverse Effect.

Environmental Matters. (a) Except with respect to any matters that, individually or in the extent that the failure of the following statements to be true and correct aggregate, could not reasonably be expected to have result in a Material Adverse Effect:, none of the Borrower or any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (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. (ab) The facilities Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) each Mortgaged Property is and properties has been in compliance with all Environmental Laws and any permit, license or other approval required under any Environmental Law, (ii) there are no actual, alleged or contingent Environmental Liabilities at, in connection with or in any way relating to any Mortgaged Property and (iii) none of the Borrower or any of the Subsidiaries knows of any basis for any Environmental Liability at, in connection with or in any way relating to any of the Mortgaged Property. (c) As of the Closing Date, there is no environmental report, investigation, study, audit or other analysis describing or disclosing any material environmental condition, cost, liability or obligation, including as relates to compliance, that is within the possession, custody or control of the Borrower or any of the Subsidiaries in relation to the current or prior business of the Borrower or any Subsidiary or any property or facility now or previously owned, leased or operated by the Borrower or any of its Subsidiaries (Subsidiary, including the “Mortgaged Properties”) do , which has not contain, and have not previously contained, any Materials of Environmental Concern in amounts been delivered or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect otherwise made available to the Properties or Lenders at least five days prior to the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threateneddate hereof. (d) Materials For purposes of Environmental Concern have not been transported this Section, the terms “Borrower” and “Subsidiary” shall include any business or disposed of from the Properties business entity which is, in violation of, whole or in part, a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations predecessor of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsSubsidiary.

Environmental Matters. Except for any such matter that would not be material to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have Contributed Entities, taken as a Material Adverse Effectwhole: (a) The facilities and properties owned, leased or operated by operations of each of the Borrower or any of its Subsidiaries (the “Properties”) do not containContributed Entities are, and since October 7, 2013 have not previously containedbeen, conducted in compliance with all Environmental Laws; (b) To the Knowledge of Crestwood, no circumstances exist with respect to the business of the Contributed Entities that gives rise to an obligation by any Materials Contributed Entity to investigate, remediate, monitor or otherwise address the presence on-site or offsite of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation ofany Hazardous Materials, or (ii) could that would otherwise reasonably be expected to give rise to any liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable under Environmental Laws, except as currently being performed under applicable Law or permit requirements; (c) None of the Contributed Entities is the subject of any outstanding written agreements (including consent orders and there is no contamination atsettlement agreements) with any Governmental Entity or other Person imposing liability or obligations with respect to any environmental matter; (d) None of Crestwood or its Subsidiaries, under or about including the Properties or Contributed Entities, has received any written communication from any Person alleging the violation of or liability under any Environmental Law by or of the Contributed Entities or requesting, with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected Contributed Entities, information with respect to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard an investigation pursuant to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.; and (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat Release of release of Materials of Environmental Concern at or from any Hazardous Material by the Properties, or arising Contributed Entities from or related to the operations of the Borrower or any Subsidiary in connection with the Properties properties or otherwise operations of the Contributed Entities that has resulted or would reasonably be expected to result in liability under Environmental Laws or a claim for damages or compensation by any Person, and, to the Knowledge of Crestwood, there has been no Release of any Hazardous Material by any third party from or in connection with the Business, in violation of, properties or in amounts operations of the Contributed Entities that that has resulted or in a manner that could would reasonably be expected to give rise to result in liability underunder Environmental Laws or a claim for damages or compensation by any Person, Environmental Lawsincluding in connection with any third-party or off-site treatment, storage or disposal of Hazardous Material.

Environmental Matters. Except to as, in the extent that the failure of the following statements to be true and correct could aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) The the facilities and real properties owned, leased or operated by the Borrower Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) under circumstances that constitute or constituted a violation of, or (ii) could would reasonably be expected to give rise to liability under, any Environmental Law.Law; (b) The Properties and all operations at neither the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower Company nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Company or any of its Subsidiaries (the “Business, ”) nor does the Borrower Company have knowledge or reason to believe that Knowledge of any such notice will be received or is being threatened.threatened notice; (dc) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could that would be reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law.Law; (ed) No no judicial proceeding or governmental or administrative action is pending or, to the knowledge Knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or or, to the knowledge of the Company, will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, orders or administrative orders or other orders, or other administrative or judicial requirements outstanding orders in effect under any Environmental Law with respect to the Properties or the Business.Business; (fe) There there has been no release or threat of threatened release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower Company or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability underunder Environmental Laws; and (f) the Company and the Subsidiaries are, and have in the last five years been in compliance, with all applicable Environmental Laws.

Environmental Matters. Except To the best knowledge of the Borrower, each of the representations and warranties set forth in paragraphs (a) through (e) of this subsection is true and correct with respect to each parcel of real property owned or operated by the Borrower or any of its Subsidiaries (the "Properties"), except to the extent that the facts and circumstances giving rise to any such failure of the following statements to be so true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, in, on, or under, including, without limitation, the soil and groundwater thereunder, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any violate Environmental LawLaws. (b) The Properties and all operations and facilities at the Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and there is no Materials of Environmental Concern contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to would materially interfere with the continued operation of any of the Properties or Business or materially impair the fair saleable value of any thereof. (c) Neither the Borrower nor any of its Subsidiaries has received or is aware of any claim, notice of violation, alleged violation, non-compliance, liability investigation or advisory action or potential liability regarding environmental matters or compliance with of Environmental Laws Law with regard to the Properties which has not been satisfactorily resolved by the Borrower or such Subsidiary, nor is the Borrower or any of the Properties its Subsidiaries aware or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or stored, disposed of of, at, on or under any of the Properties in violation ofof Environmental Laws, or nor have any Materials of Environmental Concern been transferred from the Properties to any other location except in a manner that could reasonably be expected to give rise to liability under, any applicable either case in the ordinary course of business of the Borrower and its Subsidiaries and in material compliance with all Environmental LawLaws. (e) No There are no governmental, administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge of the Borrower, threatened, contemplated under any Environmental Law Laws to which the Borrower or any Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat any of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. (a) Except as described in the Quest Reports filed with the SEC prior to the extent that date of this Agreement, Quest and each Subsidiary of Quest has been and is in compliance with all Environmental Laws except for such matters as, individually or in the failure of the following statements to be true aggregate, have not had and correct could are not reasonably be expected likely to have a Quest Material Adverse Effect: (a) The facilities and properties owned. There are no past or present facts, leased conditions or operated by circumstances that interfere with the Borrower or conduct of any of its Subsidiaries (their respective businesses in the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts manner now conducted or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, interfere with continued compliance with any Environmental Law, except for any non-compliance or interference that, individually or in the aggregate, has not had and is not reasonably likely to have a Quest Material Adverse Effect. (b) The Properties and all operations at the Properties are in complianceExcept for such matters as, and have individually or in the last five years been in complianceaggregate, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported had and are not reasonably likely to have a Quest Material Adverse Effect or disposed of from the Properties disclosed in violation ofQuest SEC Reports, no judicial or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding administrative proceedings or governmental or administrative action is investigations are pending or, to the knowledge of Quest, threatened against Quest or its Subsidiaries that allege the Borrowerviolation of or seek to impose liability pursuant to any Environmental Law, threatenedand there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current (or, to the knowledge of Quest or its Subsidiaries, former) businesses, assets or properties of Quest or any Subsidiary of Quest, including but not limited to on-site or off-site disposal, release or spill of any Hazardous Materials which violate Environmental Law or are reasonably likely to give rise to (i) costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Law, (ii) claims arising for personal injury, property damage or damage to natural resources, or (iii) fines, penalties or injunctive relief. (c) Neither Quest nor any of its Subsidiaries has (i) received any notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there (ii) entered into any consent decrees decree or other decrees, consent orders, administrative orders order or other orders, is subject to any order of any court or other administrative governmental authority or judicial requirements outstanding tribunal under any Environmental Law with respect or relating to the Properties cleanup of any Hazardous Materials, except for any such matters as have not had and are not reasonably likely to have a Quest Material Adverse Effect or the Businessdisclosed in Quest SEC Reports. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure any of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The To the best knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to as, in the extent that the failure of the following statements to be true and correct could aggregate, would not reasonably be expected to have a Material Adverse Effect: (ai) The to the knowledge of the Borrower the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries Group Member (as used in this Section 3.15, the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) or under circumstances that constitute or constituted a violation of, or (ii) could would reasonably be expected to give rise to liability under, any Environmental Law.; (bii) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.; (diii) no Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would be reasonably be expected to give rise to liability under, any applicable Environmental Law., nor, to the knowledge of the Borrower, have Materials of Environmental Concern been transported or disposed of from the Properties in violation of, or in a manner or to a location that would reasonably be expected to give rise to liability under, any Environmental Law; (eiv) No no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other written orders, or other written administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.; (fv) There there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary Group Member in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could would reasonably be expected to give rise to liability under, under Environmental Laws; (vi) to the knowledge of the Borrower, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination that would reasonably be expected to give rise to liability under Environmental Laws at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (vii) to the knowledge of the Borrower, no Group Member has assumed any liability of any other Person under Environmental Laws which is expected to result in claims against or liabilities of the Borrower.

Environmental Matters. (a) Except to the extent that the failure of the following statements to be true and correct could where such non-compliance or violation or liability would not reasonably be expected to have a Material Adverse Effect: (a) The , the facilities and properties owned, leased or operated by the Borrower or any of its the Credit Parties and their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to have resulted in liability under, any Environmental Law. (b) The Except where such non-compliance or violation would not reasonably be expected to have a Material Adverse Effect, and to the best knowledge of the Credit Parties with respect to Properties that are leased, the Properties and all operations of the Credit Parties and their Subsidiaries at the Properties are in compliance, and have in the last five three (3) years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither Except where such non-compliance, violation or liability would not reasonably be expected to have a Material Adverse Effect, none of the Borrower nor Credit Parties or any of its Subsidiaries has received any written notice of of, or otherwise become aware of, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any of the Credit Parties for which any of the Credit Parties has liability (the “Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened”). (d) Except where such violation or liability would not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give has given rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give has given rise to liability under, any applicable Environmental Law. (e) No Except as would not reasonably be expected to have a Material Adverse Effect, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any of the Borrower or any Subsidiary Credit Parties is or will would reasonably be expected to be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements directives outstanding under any Environmental Law with respect to the Properties or the Business. (f) There Except where such violation or remediation would not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Borrower or any Subsidiary Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, requiring remediation under Environmental Laws.

Environmental Matters. Except The ongoing operations of the Borrower and each Subsidiary comply in all respects with all Environmental Laws, except such non-compliance as could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the extent that aggregate, in a Material Adverse Effect. Each of the Borrower and the Subsidiaries has obtained, and maintained in good standing, all material licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for its then current ordinary course operations, and each of the Borrower and the Subsidiaries is in compliance with all terms and conditions thereof, except where the failure to so comply could not reasonably be expected to result in material liability of the following statements Borrower and the Subsidiaries and could not reasonably be expected to be true result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16 and correct except for matters that could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by none of the Borrower or any of its the Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties their currently owned or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard leased real properties is subject to any of the Properties written order from or the Businessagreement with any Governmental Authority, nor does the Borrower have knowledge subject to any judicial or reason to believe that any such notice will be received docketed administrative or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofother proceeding, or in a manner or to a location which could reasonably be expected to give rise to liability under, respecting any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, Claim. Except as set forth on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending orSchedule 5.16, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower there are no Hazardous Substances or any Subsidiary is other conditions or will be named as a party circumstances existing with respect to any property, arising from operations prior to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersRestatement Date, or other administrative or judicial requirements outstanding under relating to any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat waste disposal, of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations any of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner Subsidiaries that could would reasonably be expected to give rise result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16 and except for matters that could not reasonably be expected to liability underhave a Material Adverse Effect, none of the Borrower and the Subsidiaries has any underground storage tanks that are not in compliance with Environmental Laws.

Environmental Matters. Except To the knowledge of the Borrower, each of the representations and warranties set forth in paragraphs (a) through (f) of this Section is true and correct, except to the extent that the failure of the following statements such failures to be so true and correct could not reasonably be expected to have a Material Adverse Effectare disclosed in Schedule 4.17 hereto: (a) The facilities and properties owned, leased or operated by the Borrower Parent or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawLaw except in either case insofar as such violation or liability, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (b) The Properties and all operations at the Properties are in compliance, and have in the last five 5 years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower Parent or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business of, or materially impair the fair saleable value thereofof, the Properties taken as a whole. (c) Neither the Borrower Parent nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Parent or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that is or are reasonably likely to result in the payment of a Material Environmental Amount. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawLaw except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Parent or the Borrower, threatened, under any Environmental Law to which the Borrower Parent or any Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessBusiness except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, is not reasonably likely to result in the payment of a material Environmental Amount. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower Parent or any Subsidiary of its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability underunder Environmental Laws except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental LawsAmount.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties ownedTo the best knowledge of the Company, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawLaw except to the extent such violation or liability could not reasonably be expected to have a Material Adverse Effect. (b) The To the best knowledge of the Company, (i) the Properties and all operations of the Company and its Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and (ii) there is no contamination at, under or about the Properties or violation of any Environmental Law Laws with respect to the Properties or the business operated by the Borrower Company or any of its Subsidiaries (the “Business”) which except to the extent such noncompliance or violation could not reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofhave a Material Adverse Effect. (c) Neither Except as set forth on Schedule 3.18, neither the Borrower Company nor any of its Subsidiaries Subsidiary has received any written or actual notice of material violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower Company have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the best knowledge of the Company, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to material liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to material liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessBusiness that, in each case, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (f) There To the best knowledge of the Company, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary Company in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to material liability under, under Environmental Laws.

Environmental Matters. Except (a) Each of MECH and each of its Subsidiaries is in compliance in all respects with all applicable federal and state laws and regulations relating to pollution or protection of the environment (including without limitation, laws and regulations relating to emissions, discharges, releases and threatened releases of Hazardous Material (as hereinafter defined), or otherwise relating to the extent that manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, except for such matters as would not individually or in the failure of the following statements to aggregate, be true and correct could not reasonably be expected to have a Material Adverse Effect:Effect on MECH or any of its Subsidiaries or materially impair their ability to consummate the transactions contemplated by this Agreement. (ab) The facilities and properties There is no suit, claim, action, proceeding, investigation or notice pending, or to the knowledge of MECH or any of its Subsidiaries, threatened, in which MECH or any of its Subsidiaries has been or, with respect to threatened suits, claims, actions, proceedings, investigations or notices, is threatened to be, named as a defendant or, to the knowledge of MECH or any of its Subsidiaries, threatened with respect to past or present actions or events that could form the basis of any such suit, claim, action, proceeding, investigation or notice (x) for alleged noncompliance (including by any predecessor), with any environmental law, rule or regulation or (y) relating to any release or threatened release into the environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by the Borrower MECH or any of its Subsidiaries (Subsidiary, except for such matters as would not individually or in the “Properties”) do not containaggregate, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could be reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower a Material Adverse Effect on MECH or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business Subsidiary or materially impair their ability to consummate the fair saleable value thereof.transactions contemplated by this Agreement; (c) Neither To the Borrower knowledge of MECH or any Subsidiary, during the period of MECH's or any Subsidiary's ownership or operation of any of its properties, there has not been any release of Hazardous Material in, on, under or affecting any such property. (d) To the knowledge of MECH and any of its Subsidiaries, neither MECH nor any of its Subsidiaries has received made or participated in any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard loan to any of person who is subject to any suit, claim, action, proceeding, investigation or notice, pending or threatened, with respect to (i) any alleged noncompliance as to any property securing such loan with any environmental law, rule or regulation, or (ii) the Properties release or the Businessthreatened release into the environment of any Hazardous Material at a site owned, nor does the Borrower have knowledge leased or reason to believe that operated by such person on any property securing such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Lawloan. (e) No judicial proceeding or governmental or administrative action is pending orFor purposes of this Section 3.15, to the knowledge of the Borrowerterm "Hazardous Material" means any hazardous waste, threatenedpetroleum product, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Businesspolychlorinated biphenyl, nor are there any consent decrees or other decreeschemical, consent orderspollutant, administrative orders or other orderscontaminant, pesticide, radioactive substance, or other administrative toxic material, or judicial requirements outstanding other material or substance (in each such case, other than small quantities of such substances in retail containers) regulated under any Environmental Law with respect to the Properties applicable environmental or the Businesspublic health statute, law, ordinance, rule or regulation. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (a) The no written notice, order, complaint or penalty has been received by the Company or any of its Subsidiaries alleging a violation by or liability of the Company or any of its Subsidiaries of or relating to any Environmental Law, and to the Company’s knowledge, no such notice, order, complaint or penalty is threatened, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Company’s knowledge, threatened which allege a violation by the Company or any of its Subsidiaries of any Environmental Laws or allege any liability of the Company or any of its Subsidiaries under or relating to any Environmental Law; (b) the Company and each of its Subsidiaries have all environmental permits, licenses, regulations or other approvals necessary for their operations to comply with all applicable Environmental Laws and are in compliance with the terms of same; (c) the Company and each of its Subsidiaries and their operations are in compliance with the terms of, and have not violated any, applicable Environmental Laws, and to the Company’s knowledge, there is no condition that would reasonably be expected to prevent or add material cost or burden to comply with applicable Environmental Laws in the future; (d) no Hazardous Substance is present at or about any of the properties or facilities and properties currently or formerly owned, leased or operated by the Borrower Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts amount or concentrations which (i) constitute or constituted a violation of, or (ii) could condition that would reasonably be expected to give rise to result in liability under, under any applicable Environmental Law.; (be) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation neither of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower Company nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported released or disposed of from or arranged for the Properties in violation of, or disposal of any Hazardous Substance in a manner or to a location which could that would reasonably be expected to give rise to result in liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.; and (f) There neither the Company nor any of its Subsidiaries has been no release assumed or threat of release of Materials of provided indemnity against any liability under or relating to any Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsLaw.

Environmental Matters. Except to the extent that the failure (a) Dynegy and each Subsidiary of the following statements to be true Dynegy has been and correct could is in compliance with all Environmental Laws except for such matters as do not and are not reasonably be expected likely to have have, individually or in the aggregate, a Dynegy Material Adverse Effect: (a) The facilities and properties owned. There are no past or present facts, leased conditions or operated by circumstances that interfere with the Borrower or conduct of any of its Subsidiaries (their respective businesses in the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts manner now conducted or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, interfere with continued compliance with any Environmental Law, except for any noncompliance or interference that is not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect. (b) The Properties Except for such matters as do not and all operations at the Properties are in compliancenot reasonably likely to have, and have individually or in the last five years been in complianceaggregate, in all material respects with all applicable Environmental Lawsa Dynegy Material Adverse Effect, and there is (i) no contamination at, under judicial or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding administrative proceedings or governmental or administrative action is investigations are pending or, to the knowledge of Dynegy, threatened against Dynegy or its Subsidiaries that allege the Borrowerviolation of or seek to impose liability pursuant to any Environmental Law, threatenedand (ii) there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current (or, to the knowledge of Dynegy or its Subsidiaries, former) businesses, assets or properties of Dynegy or any Subsidiary of Dynegy, including but not limited to on-site or off-site disposal, release or spill of any Hazardous Materials which facts, conditions or circumstances violate Environmental Law or are reasonably likely to give rise to (x) costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Law, (y) claims arising for personal injury, property damage or damage to natural resources, or (z) fines, penalties or injunctive relief. (c) Neither Dynegy nor any of its Subsidiaries has (i) received any notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there (ii) entered into any consent decrees decree or other decrees, consent orders, administrative orders order or other orders, is subject to any order of any court or other administrative governmental authority or judicial requirements outstanding tribunal under any Environmental Law with respect or relating to the Properties or the Businesscleanup of any Hazardous Materials, except for any such matters as do not and are not reasonably likely to have a Dynegy Material Adverse Effect. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and --------------------- properties owned, leased or operated by the Borrower or Company and/or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawLaw except in either case insofar as such violation or liability, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower Company or any of its Subsidiaries (the “"Business”") which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the aggregate fair saleable value thereofof the Properties. (c) Neither the Borrower Company nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower Company or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that is or are reasonably likely to result in the payment of a Material Environmental Amount. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability on the part of the Company or any Subsidiary under, any applicable Environmental LawLaw except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompany, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessBusiness except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower Company or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability underunder Environmental Laws except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental LawsAmount.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as of the Agreement Effective Date except as disclosed in the Disclosure Letter and to the extent that the facts and circumstances giving rise to any such failure of the following statements to be so true and correct correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties ownedTo the knowledge of the Borrower, leased or operated by the Projects of the Borrower or any of and its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, any Environmental LawLaws. (b) The Properties To the knowledge of the Borrower, (i) the Projects of the Borrower and its Subsidiaries and all operations at the Properties Projects are in compliancecompliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Borrower and/or its Subsidiaries (x) for at least two (2) years, have in the last five years two years, or (y) for less than two (2) years, have for such period of ownership, been in compliance, compliance in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the BusinessProjects, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties Projects of the Borrower and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, any Environmental LawLaws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties Projects of the Borrower and its Subsidiaries in violation of, or in a manner that could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, any applicable Environmental LawLaws. (e) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary of its Subsidiaries is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or Projects of the BusinessBorrower and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative orders order or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or Projects of the BusinessBorrower and its Subsidiaries. (f) There To the knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesProjects of the Borrower and its Subsidiaries, or arising from or related to the operations of the Borrower or any Subsidiary and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, Projects in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (ai) The facilities and properties owned, leased or operated by the Borrower or any of and its Subsidiaries (now or in the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could reasonably be expected to give rise to liability underunder applicable Environmental Laws except where such violation or liability could not reasonably be expected, any Environmental Law.individually or in the aggregate, to have a Material Adverse Effect; (bii) The Properties Except to the extent such matters could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Borrower, each of its Subsidiaries and such properties and all operations at the Properties conducted in connection therewith are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) such operations which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.such properties; (ciii) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the BusinessLaws, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened., except where such violation, alleged violation, non-compliance, liability or potential liability which is the subject of such notice could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (div) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.Laws, except where such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ev) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary of its Subsidiaries is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any of its Subsidiaries or the Business.such properties or such operations that could reasonably be expected to have a Material Adverse Effect; and (fvi) There has been no release release, or to the best of the Borrower's knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of, of or in amounts or in a manner that could give rise to liability under Environmental Laws that could reasonably be expected to give rise to liability under, Environmental Lawshave a Material Adverse Effect.

Environmental Matters. Except as set forth on Schedule 3.14 or, with respect to the extent that the failure of the following statements to be true subsections (a) through (f) below, except as, and correct could for any non-compliance which, is not reasonably be expected to have a Material Adverse Effect: (a) The facilities Each Rodeo Entity and properties ownedthe Business are, leased and for the last five years have been, in compliance with all Environmental Laws applicable to it, and no Rodeo Entity has any Liability under any such Environmental Law. (b) Each Rodeo Entity holds, and is in compliance in all respects with, all Environmental Permits (each of which is in full force and effect) required for it to own, use, operate, and conduct the Business under applicable Environmental Laws, and is, and within the period of the last five years has been, in compliance with all such Environmental Permits. There are no unresolved or operated uncorrected violations in respect of any such Environmental Permits; no proceeding is pending or, to the Knowledge of Seller, Threatened to revoke or limit any such Environmental Permit; and the consummation of the Transactions will not result in the review, non-renewal, revision, major modification, revocation or termination of any such Environmental Permit or subject any such Environmental Permit to prior consent by any Governmental Entity. (c) None of Seller nor any Rodeo Entity has received any written notice, demand, letter or request for information alleging violation of or Liability that has not been confirmed in writing to have been addressed to the Borrower satisfaction of the responsible Government Entity under any Environmental Law and no Environmental Claim is pending or, to the Knowledge of Seller, Threatened against a Rodeo Entity or the Business. (d) There are no past or present events, conditions, circumstances, activities, incidents, actions or omissions relating to or in any way affecting any Rodeo Entity or, in respect of the Business, any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation ofAffiliates, or (ii) could any past or current Facility, including Releases at real property owned, operated or leased by a third party, that would reasonably be expected to give rise to any liability underfor Cleanup by, or be expected to form the basis of any Environmental Claim against, any Environmental LawRodeo Entity or the Business, or against any Person whose Liability has been imposed upon, retained by, or assumed by, a Rodeo Entity, in each case either contractually or by operation of law. (be) The Properties and There are no above-ground or underground storage tanks that contain or contained Hazardous Material, polychlorinated biphenyls or friable asbestos containing material at any Facility owned or operated by any Rodeo Entity or the Business since January 1, 2006 that are not or were not at all operations at the Properties are relevant times maintained, operated, sealed, closed or disposed of in compliance, and have in the last five years been in compliance, in all material respects accordance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There Buyer has been no release given access to all non-privileged, third party environmental audits, investigations, studies, tests, reviews, and reports conducted since January 1, 2007, including all environmental assessments (e.g., Phase 1 or threat Phase 2 reports), which, in each case, are in the possession or control of release Seller or any of Materials of Environmental Concern at or from the Properties, or arising from or related its Affiliates relating to the past or current Facilities or operations of the Borrower or Business of any Subsidiary in connection with Rodeo Entity and their respective predecessors. (g) This Section 3.14 is the Properties sole and exclusive representation regarding matters under Environmental Law, Environmental Claims, Environmental Permits, or otherwise in connection with relating to Hazardous Materials or the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsEnvironment.

Environmental Matters. Except to (a) The Company will, and will cause each of its Subsidiaries to: (i) use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all Environmental Permits in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any such noncompliance that would not, individually or in the extent that the failure of the following statements to be true and correct could not aggregate, reasonably be expected to have a Material Adverse Effect:; (ii) promptly notify Administrative Agent and provide copies of all written inquiries, claims, complaints, notices or other communications from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which would reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto; (iii) promptly notify Administrative Agent of any of the following that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect (a) The facilities and properties ownedany proposed acquisition of stock, leased assets, or operated property by the Borrower Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) that could reasonably be expected to give rise to liability under, any Environmental Law. (b1) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower expose Company or any of its Subsidiaries to, or result in, Environmental Liabilities or (2) affect the “Business”) which could reasonably be expected to materially interfere with the continued operation ability of the Properties Company or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received to maintain in full force and effect all material Governmental Authorizations required under any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard for their respective operations, and (b) any proposed action to be taken by Company or any of the Properties or the Business, nor does the Borrower have knowledge or reason its Subsidiaries to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or modify current operations in a manner that could reasonably be expected to give rise subject Company or any of its Subsidiaries to liability under, any applicable material additional obligations or requirements under any Environmental LawLaws or Environmental Liabilities; and (iv) provide such information and certifications which Administrative Agent may reasonably request from time to time to evidence compliance with this Section 7.8. (eb) No judicial proceeding or governmental or administrative action is pending orThe Company and each Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to the knowledge take, any and all actions necessary to (i) cure any violation of the Borrowerapplicable Environmental Laws by Company, threatened, under any Environmental Law to which the Borrower or any Subsidiary is its or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner their Subsidiaries that could reasonably be expected to give rise result in, individually or in the aggregate, a Material Adverse Effect and (ii) make an appropriate response to liability underany allegation of Environmental Liability against Company or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, Environmental Lawsindividually or in the aggregate, a Material Adverse Effect.

Environmental Matters. Except With respect to the extent that the failure of the following statements to be true OLB and correct could not reasonably be expected to have a Material Adverse Effecteach OLB Subsidiary: (a) The facilities and properties Neither the conduct nor operation of its business nor any condition of any property currently or previously owned or operated by it (including REO) results or resulted in a violation of any Environmental Laws that is reasonably likely to impose a material liability (including a material remediation obligation) upon OLB or any OLB Subsidiary. To the Knowledge of OLB, no condition has existed or event has occurred with respect to any of them or any such property that, with notice or the passage of time, or both, is reasonably likely to result in any material liability to OLB or any OLB Subsidiary by reason of any Environmental Laws. Neither OLB nor any OLB Subsidiary during the past five years has received any written notice from any Person or Regulatory Authority that OLB or any OLB Subsidiary or the operation or condition of any property ever owned or operated by any of them are currently in violation of or otherwise are alleged to have liability under any Environmental Laws or relating to Hazardous Materials (including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any Hazardous Materials at, on, beneath or originating from any such property) for which a material liability is reasonably likely to be imposed upon OLB or any OLB Subsidiary; (b) There is no Order or Litigation pending or, to the Knowledge of OLB threatened, before any court, governmental agency or other forum against OLB or any OLB Subsidiary (i) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (ii) relating to the presence, release, discharge, spillage or disposal into the environment of, any Hazardous Materials, whether or not occurring at, on, under, adjacent to or affecting (or potentially affecting) a site currently or formerly owned, leased or operated by the Borrower any OLB Company or any of its Subsidiaries (the “Properties”) do not containOLB Real Property, and have not previously containednor, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties Knowledge of OLB, is there any reasonable basis for any such Litigation or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.Order; (c) Neither To the Borrower nor Knowledge of OLB, (i) there are no underground storage tanks on, in or under any of its Subsidiaries has received OLB Real Property, and (ii) no underground storage tanks have been closed or removed from any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or OLB Real Property except in compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.in all material respects; and (d) Materials To the Knowledge of Environmental Concern have not been transported OLB, the OLB Real Properties (including, without limitation, soil, groundwater or disposed of from the Properties in violation ofsurface water on, or in a manner or to a location which could reasonably be expected to give rise to liability underunder the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or other than as permitted under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct for conditions which could not reasonably be expected to have a Material Adverse Effectresult in liabilities in excess of $100,000 in the aggregate: (a) The facilities and properties owned, leased or operated by the Borrower now or any of its Subsidiaries (in the “Properties”) past do not contain, and to its knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could reasonably be expected to give rise to liability under, any under applicable Environmental Law.Laws; (b) The Properties Borrower’s properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) such operations which could reasonably be expected to materially interfere with the continued operation of the Properties such properties or Business or materially impair the fair saleable salable value thereof., (c) Neither the The Borrower nor any of its Subsidiaries has not received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the BusinessLaws, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.; (d) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.Laws; (e) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, and to the knowledge of the Borrower or the Business.such operations; and (f) There has been no release release, or to the knowledge of the Borrower, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by the PropertiesBorrower, now or arising from or related to in the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businesspast, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effectas set forth on Schedule 5.19: (a) The facilities To the Knowledge of Seller, each of Seller and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern is currently in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all Environmental Laws applicable Environmental Lawsto any Business Premises, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties any operations or the business operated activities conducted by the Borrower Seller or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) on such premises. Neither the Borrower Seller nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance that there has been any failure to comply with Environmental Laws applicable to the Purchased Real Property, and with regard respect to any operations or activities conducted by Seller or any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that its Subsidiaries on such premises except any such notice will with respect to a failure to comply which has been fully resolved. (b) To the Knowledge of Seller, Seller and its Subsidiaries have all material environmental permits and approvals required under Environmental Laws for all facilities and improvements and any operations activities presently conducted by Seller any of its Subsidiaries on the Purchased Real Property, and, to the Knowledge of Seller, each of Seller and its Subsidiaries is currently in compliance with all such permits and approvals. (c) There is no suit, claim, demand, action, consent order, or proceeding pending or, to the Knowledge of Seller, threatened in which Seller or any of its Subsidiaries or, with respect to threatened proceedings, could reasonably be received expected to be named as a defendant, responsible party or is being threatenedpotentially responsible party (i) for alleged noncompliance, with any Environmental Laws or (ii) relating to the Release into or presence in the Environment of any Hazardous Materials, in either case at or on any Purchased Real Property. (d) To the Knowledge of Seller, there have been no Releases into the Environment of any Hazardous Materials of Environmental Concern have not been transported in, on, from, under or disposed of from the Properties in violation of, or in a manner or to a location affecting any Business Premises which could would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, a material adverse impact on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Lawsuch Business Premises. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. (a) Except to the extent that the failure of the following statements to be true and correct could where such non-compliance or violation or liability would not reasonably be expected to have a Material Adverse Effect: (a) The , the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries Restricted Subsidiary (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to have resulted in liability under, any Environmental Law. (b) The Except where such non-compliance or violation would not reasonably be expected to have a Material Adverse Effect, and to the best knowledge of the Borrower with respect to Properties that are leased, the Properties and all operations of the Borrower and its Restricted Subsidiaries at the Properties are in compliance, and have in the last five three years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither Except where such non-compliance, violation or liability would not reasonably be expected to have a Material Adverse Effect, none of the Borrower nor any of or its Restricted Subsidiaries has received any written notice of of, or otherwise become aware of, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any of the Credit Parties for which any of the Credit Parties has liability (the “Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened”). (d) Except where such violation or liability would not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give has given rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give has given rise to liability under, any applicable Environmental Law. (e) No Except as would not reasonably be expected to have a Material Adverse Effect, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any of the Borrower or Credit Parties is or, to the knowledge of any Subsidiary is or will Credit Party, would reasonably be expected to be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements directives outstanding under any Environmental Law with respect to the Properties or the Business. (f) There Except where such violation or remediation would not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Borrower or any Subsidiary Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, requiring remediation under Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities To the knowledge of the Company, the Company and properties ownedeach of the Subsidiaries have been in material compliance, leased or operated and presently are in material compliance, with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by the Borrower or any Company and each of its the Subsidiaries (the “Properties”) do not containof all material Permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof). To the knowledge of the Company, all applications, notices and other documents have been filed as necessary to effect the timely renewal or issuance of these Permits. To the knowledge of the Company, the Company has not previously containedreceived written notice that any current Permit will be challenged or terminated prematurely or that applications that have been submitted for new or renewal Permits required for continued operation of the Facilities in substantially the same manner as they are presently operating will not be granted. To the knowledge of the Company, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, there are no present requirements under any Environmental LawLaw or Permit that will require any material change to the Facilities or preclude continued operation of the Facilities in substantially the same manner in which the Facilities are presently operating. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there There is no contamination at, under or about the Properties or violation of any material Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is Claim pending or, to the knowledge of the BorrowerCompany, threatenedthreatened in writing against the Company, under any of the Subsidiaries or, to the knowledge of the Company, against any person or entity whose liability for any Environmental Law to which Claim the Borrower Company or any Subsidiary of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. To the knowledge of the Company, there have been no Releases of Hazardous Materials on, beneath, or adjacent to any property that has been or is owned, operated, or leased by the Company or any of the Subsidiaries in quantities sufficient to form the basis for a material Environmental Claim. To the knowledge of the Company, neither the Company nor any of the Subsidiaries have sent Hazardous Materials for off-site management, treatment, storage, recycling, reuse, or disposal at any site that presently is or will reasonably is expected to be named as a party with respect to the Properties subject of an Environmental Claim or the Business, nor are there remediation of any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businesskind. (fc) There To the knowledge of the Company, the Company and its Subsidiaries have not in any material respect, and no other person has in any material respect, discharged, buried, dumped or disposed of Hazardous Materials or any other wastes produced by, or resulting from, any business, commercial or industrial activities, operations or processes, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries and none of these properties has been no release the subject of any environmental remediation, investigation or threat monitoring program. Without in any way limiting the generality of release of Materials of Environmental Concern at or from the Propertiesforegoing, or arising from or related to the operations knowledge of the Borrower Company, none of the properties owned, operated or leased by the Company or any Subsidiary of its Subsidiaries contain any: underground storage tanks; asbestos or asbestos-containing materials; polychlorinated biphenyls; underground injection wells; any units that presently require either interim status or a per▇▇▇ ▇nder the Resource Conservation or Recovery Act; or septic tanks or waste disposal pits in which any wastewater or any Hazardous Materials have been discharged or disposed. (d) No Lien which any Governmental Authority has imposed in connection with the Properties presence of any Hazardous Materials, pursuant to any applicable Environmental Law, is currently outstanding on any property or otherwise Facility that is owned, leased or operated by the Company or any of its Subsidiaries. (e) The Company and each of the Subsidiaries have made available to Purchaser all material investigations, studies, audits, tests, sampling and monitoring data, asbestos and other building surveys, analyses and reviews created since September 30, 2001 that are in connection their possession relating to: (i) the environment associated with the BusinessFacilities and with all properties previously or currently owned or operated by the Company or the Subsidiaries, in violation ofincluding without limitation indoor and outdoor air quality, groundwater conditions, surface water conditions, and soil conditions; (ii) any actual or threatened Releases at, in, on, under, affecting, or in amounts migrating to or in a manner that could reasonably be expected to give rise to liability from the Facilities or from any properties previously or currently owned or operated by the Company or the Subsidiaries; (iii) any actual or threatened contamination at, in, on, under, affecting or migrating to or from the Facilities or from any properties previously or currently owned or operated by the Company or by the Subsidiaries; and (iv) any pending or threatened Environmental LawsClaims against the Company, any of the Subsidiaries, or any Facility.

Environmental Matters. Except to the extent that the failure as set forth in Schedule 4.1(p) of the following statements to be true and correct could not reasonably be expected to have a Material Adverse EffectDisclosure Letter: (ai) The facilities Company, to its knowledge, is not in violation of any material Environmental Law where such violation will have a material adverse effect on the Company and properties ownedneither BN, leased or operated by Transferor nor the Borrower or Company has received any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or written communication regarding an alleged violation of any Environmental Law from any Person or Governmental Body or written notice of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any of the Properties Facilities or any other properties or assets (whether real, personal or mixed) in which Transferor or the business operated by Company has or had an interest. Neither BN, the Borrower Transferor or the Company has received any written notice of potential responsibility or letter of inquiry from any private party or governmental agency for any Facility of Transferor or the Company or for any off-site facility under CERCLA or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties state or Business or materially impair the fair saleable value local counterpart thereof. (cii) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is There are no pending or, to the knowledge of BN, Transferor or the BorrowerCompany, threatenedthreatened claims, Encumbrances, or other restrictions of any nature, resulting from any material Environmental, Health, and Safety Liabilities or arising under or pursuant to any material Environmental Law Law, with respect to which or affecting any of the Borrower Facilities or any Subsidiary other properties and assets (whether real, personal, or mixed) in which Transferor or the Company has or had an interest. (iii) No Hazardous Materials have been used, stored, manufactured or processed at the Facility except as necessary to the conduct of its business and in compliance with all material Environmental Laws applicable to the use, storage, manufacture or processing thereof, or except as will not have a material adverse effect on the Company. Transferor has obtained (and will assign to the Company or obtain in the name of the Company) and is or will be named as a party in compliance with all material environmental permits and other material authorizations required for its operations at the Facilities by any applicable material Environmental Laws. (iv) BN, Transferor and the Company do not, to their knowledge, have any material Environmental, Health, and Safety Liabilities with respect to the Properties Facilities or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties any other properties and assets (whether real, personal, or mixed) in which Transferor or the BusinessCompany (or any predecessor), has or had an interest, or any such other property or assets. (fv) There Except such as were made in full compliance with all applicable Environmental Laws or except as would not cause a material adverse effect to the Company, there has been no release or threat disposal, Release or, Threat of release Release, of any Hazardous Materials of Environmental Concern at or from the PropertiesFacilities or at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported, used, or arising processed from or related by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in which BN, Transferor or the Company has or had an interest. (vi) Transferor has delivered to USO true and complete copies and results of any material reports, studies, analyses, tests or monitoring possessed or initiated by Transferor or the Company pertaining to the operations of Facilities and/or concerning compliance by the Borrower or Transferor and the Company, with any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, material Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities To the Knowledge of Seller, each of Seller and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern is currently in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all Environmental Laws applicable Environmental Laws, to the Purchased Real Property and there is no contamination at, under or about the Properties or violation of any Environmental Law property leased pursuant to the Real Property Leases and with respect to the Properties any operations or the business operated activities conducted by the Borrower Seller or any of its Subsidiaries (on such property, which compliance includes the “Business”) which could reasonably be expected to materially interfere possession of, and compliance with the continued operation terms of, any permits required under applicable Environmental Laws. To the Knowledge of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower Seller, neither Seller nor any of its Subsidiaries has received any written notice that there has been any failure of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance any material nature to comply with Environmental Laws applicable to the Purchased Real Property or the property leased pursuant to the Real Property Leases, and with regard to any operations or activities conducted by Seller or any of the Properties or the Businessits Subsidiaries on such property, nor does the Borrower have knowledge or reason to believe that except any such notice will with respect to a failure to comply which has been fully resolved. (b) As of the date of this Agreement, there is no suit, claim, demand, action, consent order, investigation or proceeding pending or, to the Knowledge of Seller, threatened in which Seller or any of its Subsidiaries or, with respect to threatened proceedings, could reasonably be expected to be named as a defendant, responsible party or potentially responsible party (1) for alleged noncompliance, with any Environmental Laws or (2) relating to the Release into or presence in the Environment of any Hazardous Materials, in either case at or on any Purchased Real Property or the property leased pursuant to the Real Property Leases. (c) To the Knowledge of Seller there have been no Releases into the Environment of any Hazardous Materials in, on, from, under or affecting any Purchased Real Property or the property leased pursuant to the Real Property Leases which would reasonably be expected to have a material adverse impact on such property. During the last three years, neither Seller nor any of its Subsidiaries have received any requests for information under any Environmental Law from a Governmental Entity with respect to any Purchased Real Property or is being threatenedthe property leased pursuant to the Real Property Leases. (d) Materials Notwithstanding any other representation and warranty in this Article V, the representations and warranties contained in this Section 5.18 constitute the sole representations and warranties of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or Seller relating to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which or Hazardous Material (it being understood that when Seller remakes the Borrower or any Subsidiary is or foregoing representations in this Section 5.18 as of the Closing Date, such representations will be named as a party with respect subject to any changes in facts or circumstances that have been disclosed by Seller to Purchaser on or prior to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessClosing Date). (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except (a) The Company and each of its Subsidiaries are, and since January 1, 2021 have been, in compliance in all material respects with applicable Environmental Laws, and each holds and since January 1, 2021 has been in material compliance with, all material Environmental Permits required for the conduct and operation of their respective businesses as currently conducted and, to the extent Knowledge of the Company, no such Environmental Permit is the subject of a notice of revocation, withdrawal, renewal, suspension, cancellation, or termination. (b) Since January 1, 2021 none of the Company or any of its Subsidiaries has received any written notice, demand, or claim alleging that the failure Company or such Subsidiary is in material violation of, or materially liable under, any Environmental Law or that any of the following statements Owned Real Property, Leased Real Property, the Oil and Gas Properties, Oil and Gas Leases, or the Sealy Ranch Lease, is in material violation of any Environmental Law. (c) To the Knowledge of the Company, none of the Company or any of its Subsidiaries or any Owned Real Property, Leased Real Property, the Oil and Gas Properties, Oil and Gas Leases, or the Sealy Ranch Lease, is subject to be true any judgment, decree, Litigation or Order relating to compliance with, or material Liability under, Environmental Laws, Environmental Permits or the Release, treatment, remediation, removal or cleanup of Hazardous Materials. (d) To the Knowledge of the Company, there has been no Release of, or exposure to, any Hazardous Materials in, on, at, under or from any of the Owned Real Property, Leased Real Property, the Oil and correct could not Gas Properties, Oil and Gas Leases, or the Sealy Ranch Lease, that would reasonably be expected to have a Material Adverse Effect:give rise to any material Liability under Environmental Laws for the Company or any of its Subsidiaries. ​ (ae) The facilities Company and properties each of its Subsidiaries provided access to the following described documents that are in the possession or reasonable control of the Company or any of its Subsidiaries: (i) material environmental site assessments pertaining to recognized environmental conditions on or at any Owned Real Property, Leased Real Property, the Oil and Gas Properties, Oil and Gas Leases, or the Sealy Ranch Lease, and any real property formerly owned, leased or operated by the Borrower Company or any of its Subsidiaries, in each case, prepared by third-party contractors within the past five years, (ii) all material reports of audits of compliance with Environmental Laws by the Company or any of its Subsidiaries prepared within the past five years, (the “Properties”iii) do not contain, and have not previously contained, any Materials material written notices of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected issued pursuant to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect since January 1, 2021 that relate to the Properties Company, its Subsidiaries, the Owned Real Property, Leased Real Property, the Oil and Gas Properties, Oil and Gas Leases, or the Sealy Ranch Lease, and (iv) Permits issued pursuant to Environmental Law and required for the conduct of the business operated by of the Borrower or any of Company and its Subsidiaries (as conducted on the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessdate hereof. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related Notwithstanding anything herein to the operations contrary, this Section 4.14 contains the sole and exclusive representations and warranties of the Borrower or Company with respect to any Subsidiary in connection with the Properties or otherwise in connection with the Businessenvironmental matters, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, including any Liability arising under any Environmental Laws.

Environmental Matters. Except to as disclosed in the extent that Borrower’s most recent annual and quarterly reports filed with the failure of the following statements to be true and correct SEC, or as otherwise could not reasonably be expected to have a Material Adverse EffectChange: (ai) Each Loan Party, its operations, facilities and properties are in compliance with all applicable Environmental Laws. (ii) The facilities and properties currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries the Loan Parties (the “Properties”) do not containcontain any Hazardous Materials attributable to the Loan Parties ownership, and have not previously contained, any Materials lease or operation of Environmental Concern the Properties in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability for any Loan Parties under, any applicable Environmental Law. (biii) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation None of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries Loan Parties has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws Laws, including any with regard to their activities at any of the Properties or the Businessbusiness operated by the Loan Parties, nor does or any prior business for which the Borrower have knowledge or reason to believe that has retained liability under any such notice will be received or is being threatenedEnvironmental Law. (div) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability for any Loan Parties under, any applicable Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of by or on behalf of any Loan Parties at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawLaw for any Loan Parties. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities To the Knowledge of such Contributing Party, the operations of such Contributing Party and properties ownedthe operations on or pertaining to the Contributed Interests (and the associated Oil and Gas Properties) in which such Contributing Party owns an interest have been and, leased or operated by as of the Borrower or any of its Subsidiaries (the “Properties”) do not containClosing Date, and have not previously containedwill be, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance in all material respects with all Environmental Laws. (b) To the Knowledge of such Contributing Party, all material permits, licenses and registrations required under applicable Environmental LawsLaw in connection with the conduct of the Business of such Contributing Party or the operations on or pertaining to the Contributed Interests (and the associated Oil and Gas Properties) in which such Contributing Party owns an interest have been obtained and are in full force and effect, and there is no contamination atall material filings, permit renewal applications, reports and notices required under or about the Properties or violation of any applicable Environmental Law in connection with respect such operations or such Contributing Party’s Business, in each case, pertaining to the Properties Contributed Interests (or the business operated by the Borrower or any of its Subsidiaries (the “Business”associated Oil and Gas Properties) in which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofsuch Contributing Party owns an interest have been timely filed. (c) Neither To the Borrower nor Knowledge of such Contributing Party, there has been no Release of any of its Subsidiaries Hazardous Material from or in connection with the Contributed Interests (or the associated Oil and Gas Properties) in which such Contributing Party owns an interest or with the operations on the Contributed Interests (or the associated Oil and Gas Properties) in which such Contributing Party owns an interest, in each case, that has received any notice of violation, alleged violation, non-compliance, resulted or would reasonably be expected to result in liability or potential liability regarding environmental matters or compliance with under Environmental Laws with regard to or a claim for damages or compensation by any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedPerson. (d) Materials To the Knowledge of Environmental Concern have not been transported or disposed of from the Properties in violation ofsuch Contributing Party, there are no facts, conditions, or in a manner circumstances that interfere with the operations or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials the conduct of Environmental Concern been generated, treated, stored or disposed the Business of at, such Contributing Party on or under pertaining to the Contributing Party’s Contributed Interests (and the associated Oil and Gas Properties) that interfere with continued compliance in all material respects with any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, Proceeding with respect to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower is pending, or any Subsidiary is or will be named as a party with respect to the Properties Knowledge of such Contributing Party, threatened against such Contributing Party before or the Business, nor are there by any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessGovernmental Authority. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as could not reasonably be expected to have a Material Adverse Effect: (a) The Each of the facilities and properties owned, leased or operated by the Borrower or any members of its Subsidiaries the Consolidated Group (the “"Properties”") do not containand, and have not previously containedto the knowledge of the Credit Parties, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business businesses operated by the Borrower or any members of its Subsidiaries the Consolidated Group (the “Business”) which "Businesses"), and, to the knowledge of the Credit Parties, there are no conditions relating to the Businesses or Properties that could reasonably be expected to materially interfere with the continued operation give rise to liability under any applicable Environmental Laws. (b) None of the Properties contains, or, to the knowledge of the Credit Parties, has previously contained, any Materials of Environmental Concern at, on or Business under the Properties in amounts or materially impair the fair saleable value thereofconcentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws. (c) Neither None of the Borrower nor any of its Subsidiaries Credit Parties has received any written or verbal notice of of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the BusinessBusinesses, nor does the Borrower any Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Credit Parties, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofProperties, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties or any other location, in each case by or on behalf any members of the Consolidated Group in violation of, or in a manner that could would be reasonably be expected likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which any member of the Borrower or any Subsidiary Consolidated Group is or will is reasonably likely to be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any member of the Consolidated Group, the Properties or the BusinessBusinesses. (f) There To the knowledge of the Credit Parties, there has been no release or or, threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of any member of the Borrower or any Subsidiary Consolidated Group in connection with the Properties or otherwise in connection with the BusinessBusinesses, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effectas set forth on Schedule 4.17: (a) The facilities and properties owned, leased or operated by Holdings, the Borrower or any of its their respective Subsidiaries (the “"Properties”") do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law, except in either case insofar as such violation or liability, or any aggregation thereof, could not reasonably be expected to result in a Material Adverse Effect. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in material compliance, in all material respects with all applicable Environmental Laws, except for any failures to comply which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by Holdings, the Borrower or any of its their respective Subsidiaries (the “"Business”") which could reasonably be expected to materially interfere with result in a Material Adverse Effect. Neither Holdings, the continued operation Borrower nor any of the Properties or Business or materially impair the fair saleable value thereoftheir respective Subsidiaries has assumed any liability of any other Person under Environmental Laws which could reasonably be expected to have a Material Adverse Effect. (c) Neither Holdings, the Borrower nor any of its their respective Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened, except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that constitute a breach of any other representation contained in this Section 4.17. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law, except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, could not reasonably be expected to result in a Material Adverse Effect. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings or the Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any Subsidiary of their respective Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business, except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, could not reasonably be expected to result in a Material Adverse Effect. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings, the Borrower or any Subsidiary of their respective Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could give rise to liability under Environmental Laws, except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, could not reasonably be expected to give rise to liability under, Environmental Lawsresult in a Material Adverse Effect.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) Properties do not contain, and, to the best knowledge of the Borrower and its Subsidiaries after reasonable inquiry, have not previously contained, contained any Materials of Environmental Concern in amounts or concentrations which (i) that constitute or constituted a violation of, or (ii) reasonably could reasonably be expected to give rise to liability under, any Environmental LawLaws. (b) The Properties and all operations and facilities at the Properties are in compliancecompliance in all material respects, and have in the last five years been in compliance, compliance in all material respects respects, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of any of the Properties or Business or materially impair the fair saleable value of any thereof. None of the Borrower nor any of its Subsidiaries has assumed any liability of any Person under Environmental Laws. (c) Neither the Borrower nor any of its Subsidiaries has received or is aware of any claim, notice of violation, alleged violation, non-compliance, liability investigation or advisory action or potential liability regarding environmental matters or compliance with Environmental Laws Law with regard to the Properties which has not been satisfactorily resolved by the Borrower or such Subsidiary, nor is the Borrower or any of the Properties its Subsidiaries aware or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened. (d) Materials of Environmental Concern have not been generated, treated, stored, transported or disposed of at, on, from or under any of the Properties in violation of, by the Borrower or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Lawof its Subsidiaries, nor have any Materials of Environmental Concern been generated, treated, stored transferred by the Borrower or disposed of at, on or under any of its Subsidiaries from the Properties to any other location except in violation of, either case in the ordinary course of business of the Borrower or any of its Subsidiaries thereof in a manner compliance with all Environmental Laws and such that it could not reasonably be expected to give rise to material liability under, under any applicable Environmental Law. (e) No judicial proceeding or There are no governmental or administrative action is actions or judicial proceedings pending or, to the best knowledge of the BorrowerBorrower and its Subsidiaries after reasonable inquiry, threatened, contemplated or threatened under any Environmental Law Laws to which the Borrower or any Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any of the Properties or the BusinessProperties. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations operation of the Borrower or any Subsidiary of its Subsidiaries in connection with the Properties or otherwise in connection with the Business, business operated by the Borrower or any of its Subsidiaries in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to material liability under, under any Environmental LawsLaw.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct as disclosed on Schedule 5.13, (a) Except as could not reasonably be expected to have a Material Adverse Effect: (a) The , each of the facilities and properties owned, leased or operated by any of the Borrower or any of and its Subsidiaries (the “Subject Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Subject Properties are in compliance, and have in the last five years been in compliance, in all material respects compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries with respect to the Subject Properties or the businesses operated by them (the “BusinessBusinesses”) which ), and there are no conditions relating to the Businesses or Subject Properties that could reasonably be expected give rise to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofliability under any applicable Environmental Laws. (cb) Neither None of the Borrower nor or any of its Subsidiaries has received any written notice of of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Subject Properties or the BusinessBusinesses, other than those that have been resolved and those which could not reasonably be expected to have a Material Adverse Effect nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened with respect to any matter the resolution of which could reasonably be expected to have a Material Adverse Effect. (dc) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofSubject Properties, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Subject Properties or any other location, in each case by or on behalf of any of the Borrower or its Subsidiaries in violation of, or in a manner that could would be reasonably be expected likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to and which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Lawshave a Material Adverse Effect.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effectas disclosed in SCHEDULE 6.19: (ai) The facilities and properties ownedTo the knowledge of Borrower, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, no Property contains any Materials of Environmental Concern in amounts or concentrations which constitute a violation of, and no Materials of Environmental Concern are managed in violation of, any Environmental Laws or could reasonably be expected to give rise to liability thereunder. (iii) None of Borrower, its Subsidiaries or Investment Affiliates has received any written notice alleging that any or all of the Property or any or all of the operations at the Property are not in compliance with all applicable Environmental Laws, or alleging the existence of any contamination at or under such Property in amounts or concentrations which constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (biii) The Properties and all operations at To the Properties are best of Borrower's knowledge after due inquiry, no notice, violation, non-compliance or liability referred to in complianceSECTION 6.19(ii) above is threatened, and have in the last five years been in complianceno condition, in all material respects with all applicable Environmental Laws, and there is no contamination at, under fact or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which circumstance exists that could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violationresult in such notice, alleged violation, non-compliance, liability compliance or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedliability. (div) To the knowledge of Borrower, during the ownership of the Property by any or all of Borrower, its Subsidiaries and Investment Affiliates, no Materials of Environmental Concern have not been released, transported or disposed of of, or otherwise migrated, from the Properties Property in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental LawLaws, nor during the ownership of the Property by any or all of Borrower, its Subsidiaries and Investment Affiliates have any Materials of Environmental Concern been generated, treated, stored stored, abandoned or disposed of at, on or under any of the Properties such Property in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to Laws. To the best knowledge of Borrower after due inquiry, no such release, transport, disposal, migration, generation, treatment, abandonment or storage from, at, on or under any of the Property occurred, prior to ownership thereof by Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businessits Subsidiaries and Investment Affiliates, in violation of, or in amounts or in a manner that or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Laws. (v) No judicial proceedings or governmental or administrative action is pending, or, to the best knowledge of Borrower after due inquiry, threatened, under any Environmental Law to which Borrower, any of its Subsidiaries or any Investment Affiliate is named as a party with respect to any of the Property, nor are there any consent or other decrees, orders, or other administrative or judicial decisions or requirements outstanding under any Environmental Law with respect to such Property.

Environmental Matters. (a) Except to the extent that the failure of the following statements to be true and correct where such violation or liability could not reasonably be expected to have a Material Adverse Effect: (a) The , the facilities and properties owned, leased or operated by the Borrower or any of its the Credit Parties or their Subsidiaries (other than Excluded Subsidiaries) (collectively, the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Except where such violation, contamination or non-compliance could not reasonably be expected to have a Material Adverse Effect, the Properties and all operations of any of the Credit Parties or their Subsidiaries (other than Excluded Subsidiaries) at the Properties are in compliance, and have in the last five (5) years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its the Credit Parties and their Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof). (c) Neither Except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, none of the Borrower nor any of its Credit Parties or their Subsidiaries (other than Excluded Subsidiaries) has received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does any of the Borrower Credit Parties and their Subsidiaries (other than Excluded Subsidiaries) have knowledge or reason to believe that of any such notice will be received or is being threatenedthreatened notice. (d) Except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No Except where such liability could not reasonably be expected to have a Material Adverse Effect, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party or any of their Subsidiaries (other than Excluded Subsidiaries), threatened, under any Environmental Law to which any of the Borrower or any Subsidiary Credit Parties is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessBusiness which could reasonably be expected to have a Material Adverse Effect. (f) There Except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Borrower Credit Parties or any Subsidiary their Subsidiaries (other than Excluded Subsidiaries) in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, under Environmental Laws.

Environmental Matters. Except to the extent that the failure as set forth in Schedule 3.16 of the following statements to be true and correct could not reasonably be expected to have a Material Adverse EffectDisclosure Schedule: (a) The facilities and properties CPBR has not caused or, to the Knowledge of the Seller, permitted, any Hazardous Material to be used, placed, stored, or disposed of on or under any real estate owned, leased or operated by the Borrower CPBR or any of its Subsidiaries (the “Properties”) do not containOff-Site Location, except in compliance with applicable Environmental Law, and (B) the Facility is not, and to the Knowledge of the Seller has not been from December 23, 2009 to the date hereof, in violation of any applicable Environmental Law or Governmental Order, except, in any such case, for such non-compliance or violation as would not have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawMaterial Adverse Effect. (b) The Properties and all operations at Since December 23, 2009, neither the Properties are in compliance, and have in Seller nor CPBR has received any Environmental Notice arising from or relating to the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under operation or about conduct of the Properties Facility or violation the ownership or operation of any asset, the substance of which Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereofNotice has not been resolved or, if pending, would have a Material Adverse Effect. (c) Neither No Government Order or proceeding has been issued or is pending against, or to the Borrower nor Knowledge of the Seller is threatened in writing against, the Seller or CPBR relating to a violation of any applicable Environmental Law or Governmental Authorization or to any Environmental Liability including a Release of its Subsidiaries has received any notice of violationHazardous Materials (in each such case, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to the extent any of the Properties foregoing are related to the operation or conduct of the BusinessFacility), nor does the Borrower have knowledge or reason to believe that except, in any such notice will be received case, for such violation or is being threatenedEnvironmental Liability as would not have a Material Adverse Effect. (d) Materials of Environmental Concern have From December 23, 2009 to the date hereof, there has not been transported any accident or disposed sudden unintended incident in connection with the Seller’s ownership or the operation of from the Properties CPBR or the Facility which has resulted, to the Knowledge of the Seller, in exposure of any Person to any Hazardous Material which is reasonably expected to form the basis of a claim for damages or compensation which would have a Material Adverse Effect. (e) There has been no Release of any Hazardous Materials on, to, from, or under the Facility in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any of applicable Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, Laws or in a manner that could reasonably be expected to would give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the BusinessLiabilities, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under except for any Environmental Law with respect to the Properties or the BusinessLiabilities which would not have a Material Adverse Effect. (f) There has been no release The Seller will instruct CPBR’s environmental consultants to deliver or threat otherwise make available to Buyer, upon Buyer’s request, copies and results of release any material reports, studies, correspondence, analyses, tests or monitoring, possessed by or in the control of Materials of Buyer or its environmental consultants with respect to any Environmental Concern at or from the Properties, or arising from or related to the operations Liabilities associated with any portion of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental LawsFacility.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (ai) The facilities and properties owned, leased or operated by the Borrower or any of and its Subsidiaries (now or in the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations which (iA) constitute or constituted a violation of, of applicable Environmental Laws or (iiB) could reasonably be expected to give rise to liability underunder applicable Environmental Laws except where such violation or liability could not reasonably be expected, any Environmental Law.individually or in the aggregate, to have a Material Adverse Effect; (bii) The Properties Except to the extent such matters could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Borrower, each of its Subsidiaries and such properties and all operations at the Properties conducted in connection therewith are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties such properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”) such operations which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.such properties; (ciii) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the BusinessLaws, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened., except where such violation, alleged violation, non-compliance, liability or potential liability which is the subject of such notice could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (div) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.Laws, except where such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ev) No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary of its Subsidiaries is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any of its Subsidiaries or the Business.such properties or such operations that could reasonably be expected to have a Material Adverse Effect; and (fvi) There has been no release release, or to the best of the Borrower’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of, of or in amounts or in a manner that could give rise to liability under Environmental Laws that could reasonably be expected to give rise to liability under, Environmental Lawshave a Material Adverse Effect.

Environmental Matters. Except to as set forth on Schedule 5.13: (a) To the extent that the failure knowledge of the following statements to be true and correct Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect: (a) The , the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to have resulted in liability under, any Environmental Law. (b) The To the knowledge of the Borrower or except where such violation or contamination could not reasonably be expected to have a Material Adverse Effect, the Properties and all operations of the members of the Consolidated Group at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, by Materials of Environmental Concern at or under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any members of its Subsidiaries the Consolidated Group (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof). (c) Neither Except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, none of the Borrower nor any members of its Subsidiaries the Consolidated Group has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with arising under Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give has given rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give has given rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending oraction, to the knowledge of the Borrower, threatened, is pending or threatened under any Environmental Law to which any of the Borrower or any Subsidiary members of the Consolidated Group is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements directives outstanding under any Environmental Law with respect to the Properties or the BusinessBusiness which could reasonably be expected to have a Material Adverse Effect. (f) There To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary members of the Consolidated Group in connection with the Properties or otherwise in connection with the Business, in violation of, of or in amounts or in a manner that could reasonably be expected to give rise to liability under, requiring remediation under Environmental Laws.

Environmental Matters. Except to (a) To the extent that the failure Knowledge of the following statements to be true Buyer Parties, each of the Buyer and correct its subsidiaries, its Participation Facilities, and its Loan Collateral are, and have been, in compliance with all Environmental Laws, except those violations that could not reasonably be expected to have a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by Effect on the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawBuyer. (b) The Properties and all operations at To the Properties are in complianceKnowledge of the Buyer Parties, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination atLitigation pending or threatened before any court, under governmental agency, or about authority, or other forum in which any of the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower Buyer and its subsidiaries or any of its Subsidiaries (the “Business”) which could Participation Facilities has been or, with respect to threatened Litigation, may reasonably be expected to materially interfere be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the continued operation release into the environment of any Hazardous Material, whether or not occurring at, on, under, or involving a site owned, leased, or operated by the Properties Buyer or Business any of its subsidiaries or materially impair any of its Participation Facilities, except for such Litigation pending or threatened that could not reasonably be expected to have a Material Adverse Effect on the fair saleable value thereofBuyer. (c) Neither To the Borrower nor Knowledge of the Buyer Parties, there is no Litigation pending or threatened before any court, governmental agency or authority, or other forum in which any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability Loan Collateral (or potential liability regarding environmental matters the Buyer or compliance with Environmental Laws with regard to any of its subsidiaries in respect of such Loan Collateral) has been or, with respect to threatened Litigation, may reasonably be expected to be named as a defendant or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the Properties release into the environment of any Hazardous Material, whether or not occurring at, on, under, or involving Loan Collateral, except for such Litigation pending or threatened that could not reasonably be expected to have a Material Adverse Effect on the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedBuyer. (d) Materials To the Knowledge of Environmental Concern have the Buyer Parties, there is no reasonable basis for any Litigation of a type described in subsections (b) or (c), except such could not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, a Material Adverse Effect on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawBuyer. (e) No judicial proceeding or governmental or administrative action is pending orTo the Knowledge of the Buyer Parties, during and prior to the knowledge period of (i) any of the BorrowerBuyer's or its subsidiaries' ownership or operation of any of their respective current properties, threatened, under (ii) any Environmental Law to which of the Borrower Buyer's or its subsidiaries' participation in the management of any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersParticipation Facility, or other administrative (iii) any of the Buyer's or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has subsidiaries' holding of a security interest in Loan Collateral, there have been no release or threat releases of release of Materials of Environmental Concern at or from the PropertiesHazardous Material in, on, under, or arising from affecting (or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businesspotentially affecting) such properties, in violation of, or in amounts or in a manner that except such as could not reasonably be expected to give rise to liability under, Environmental Lawshave a Material Adverse Effect on the Buyer.

Environmental Matters. Except To the knowledge of the Borrower, each of the representations and warranties set forth in paragraphs (a) through (f) of this subsection is true and correct, except to the extent that the failure of the following statements such failures to be so true and correct could not reasonably be expected to have a Material Adverse Effectwere disclosed in the Registration Statement: (a) The facilities and properties owned, leased or operated by the Borrower Parent or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawLaw except in either case insofar as such violation or liability, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (b) The Properties and all operations at the Properties are in compliance, and have in the last five 5 years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower Parent or any of its Subsidiaries (the “"Business”") which could reasonably be expected to materially interfere with the continued operation of the Properties or Business of, or materially impair the fair saleable value thereofof, the Properties taken as a whole. (c) Neither the Borrower Parent nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Parent or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported threatened except insofar as such notice or disposed of from the Properties in violation ofthreatened notice, or in any aggregation thereof, does not involve a manner matter or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner matters that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as are reasonably likely to result in the payment of a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Material Environmental Law with respect to the Properties or the BusinessAmount. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except With respect to the extent that the failure of the following statements to be true BYBK and correct could not reasonably be expected to have a Material Adverse Effecteach BYBK Subsidiary: (a) The facilities and properties Neither the conduct nor operation of its business nor any condition of any property currently or previously owned or operated by it (including REO) results or resulted in a violation of any Environmental Laws that is reasonably likely to impose a material liability (including a material remediation obligation) upon BYBK or any BYBK Subsidiary. To the Knowledge of BYBK, no condition has existed or event has occurred with respect to any of them or any such property that, with notice or the passage of time, or both, is reasonably likely to result in any material liability to BYBK or any BYBK Subsidiary by reason of any Environmental Laws. Neither BYBK nor any BYBK Subsidiary during the past five years has received any written notice from any Person or Regulatory Authority that BYBK or any BYBK Subsidiary or the operation or condition of any property ever owned or operated by any of them are currently in violation of or otherwise are alleged to have liability under any Environmental Laws or relating to Hazardous Materials (including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any Hazardous Materials at, on, beneath or originating from any such property) for which a material liability is reasonably likely to be imposed upon BYBK or any BYBK Subsidiary; (b) There is no Order or Litigation pending or, to the Knowledge of BYBK threatened, before any court, governmental agency or other forum against BYBK or any BYBK Subsidiary (i) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (ii) relating to the presence, release, discharge, spillage or disposal into the environment of, any Hazardous Materials, whether or not occurring at, on, under, adjacent to or affecting (or potentially affecting) a site currently or formerly owned, leased or operated by the Borrower any BYBK Company or any of its Subsidiaries (the “Properties”) do not containBYBK Real Property, and have not previously containednor, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties Knowledge of BYBK, is there any reasonable basis for any such Litigation or the business operated by the Borrower or any of its Subsidiaries (the “Business”) which could reasonably be expected to materially interfere with the continued operation of the Properties or Business or materially impair the fair saleable value thereof.Order; (c) Neither To the Borrower nor Knowledge of BYBK, (i) there are no underground storage tanks on, in or under any of its Subsidiaries has received BYBK Real Property, and (ii) no underground storage tanks have been closed or removed from any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or BYBK Real Property except in compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.in all material respects; and (d) Materials To the Knowledge of Environmental Concern have not been transported BYBK, the BYBK Real Properties (including, without limitation, soil, groundwater or disposed of from the Properties in violation ofsurface water on, or in a manner or to a location which could reasonably be expected to give rise to liability underunder the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or other than as permitted under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.

Environmental Matters. Except to the extent that the failure of the following statements to be true (a) Each Centura Company, its Participation Facilities, and correct could its Loan Properties are, and have been, in compliance with all Environmental Laws, except those violations which are not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect: (a) The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental LawEffect on Centura. (b) The Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there There is no contamination atLitigation pending or, under or about the Properties or violation of any Environmental Law with respect to the Properties Knowledge of Centura, threatened before any court, governmental agency, or the business operated by the Borrower authority, or other forum in which any Centura Company or any of its Subsidiaries (the “Business”) which could Participation Facilities has been or, with respect to threatened Litigation, may reasonably be expected to materially interfere be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the continued operation release into the environment of any Hazardous Material, whether or not occurring at, on, under, or involving a site owned, leased, or operated by any Centura Company or any of its Participation Facilities, except for such Litigation pending or threatened that is not reasonably likely to have, individually or in the Properties or Business or materially impair the fair saleable value thereofaggregate, a Material Adverse Effect on Centura. (c) Neither There is no Litigation pending or, to the Borrower nor Knowledge of Centura, threatened before any court, governmental agency, or board, or other forum in which any of its Subsidiaries Loan Properties (or Centura in respect of such Loan Property) has received been or, with respect to threatened Litigation, may reasonably be expected to be named as a defendant or potentially responsible party (i) for alleged noncompliance (including by any notice predecessor) with any Environmental Law or (ii) relating to the release into the environment of violationany Hazardous Material, alleged violationwhether or not occurring at, non-complianceon, liability under, or potential liability regarding environmental matters involving a Loan Property, except for such Litigation pending or compliance with Environmental Laws with regard threatened that is not reasonably likely to any of have, individually or in the Properties or the Businessaggregate, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threateneda Material Adverse Effect on Centura. (d) Materials To the Knowledge of Environmental Concern have not been transported Centura, during the period of (i) any Centura Company's ownership or disposed operation of from any of their respective current properties, (ii) any Centura Company's participation in the Properties in violation ofmanagement of any Participation Facility, or (iii) any Centura Company's holding of a security interest in a manner or to a location which could reasonably be expected to give rise to liability Loan Property, there have been no releases of Hazardous Material in, on, under, or affecting (or potentially affecting) such properties, except such as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Centura. Prior to the period of (i) any Environmental Law, nor have any Materials Centura Company's ownership or operation of Environmental Concern been generated, treated, stored or disposed of at, on or under any of their respective current properties, (ii) any Centura Company's participation in the Properties in violation ofmanagement of any Participation Facility, or (iii) any Centura Company's holding of a security interest in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending orLoan Property, to the knowledge Knowledge of the BorrowerCentura, threatenedthere were no releases of Hazardous Material in, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Businesson, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersunder, or other administrative or judicial requirements outstanding under affecting any Environmental Law with respect to the Properties or the Business. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Propertiessuch property, Participation Facility, or arising from or related Loan Property, except such as are not reasonably likely to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Businesshave, in violation of, individually or in amounts or in the aggregate, a manner that could reasonably be expected to give rise to liability under, Environmental LawsMaterial Adverse Effect on Centura.

Environmental Matters. Except to the extent that the failure of the following statements to be true and correct could not reasonably be expected to have a Material Adverse Effect: (a) The facilities operations of Seller with respect to the Business and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain, Transferred Assets are currently and have been in compliance with all Environmental Laws. Seller has not previously containedreceived from any Governmental Body, any Materials of Environmental Concern in amounts with respect to the Business or concentrations which the Transferred Assets, any: (i) constitute Environmental Notice or constituted a violation of, Environmental Claim; or (ii) could reasonably be expected written request for information pursuant to give rise to liability under, any Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date. (b) The Properties Seller has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Schedule 2.12(b)) necessary for the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Transferred Assets and all operations at the Properties such Environmental Permits are in compliancefull force and effect and shall be maintained in full force and effect by Seller through the Closing Date in accordance with Environmental Law, and have Seller is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Transferred Assets. With respect to any such Environmental Permits, Seller has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same, and Seller is not aware of any condition, event or circumstance that might prevent or impede the transferability of the same, and has not received any Environmental Notice or written communication regarding any material adverse change in the last five years status or terms and conditions of the same. (c) There has been no Release of hazardous materials in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation contravention of any Environmental Law with respect to the Properties Business or the business operated by the Borrower or Transferred Assets, and Seller has not received an Environmental Notice that any of its Subsidiaries the Business or the Transferred Assets (the “Business”including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any hazardous material which could reasonably be expected to materially interfere with the continued operation result in an Environmental Claim against, or a violation of the Properties Environmental Law or Business or materially impair the fair saleable value thereof. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violationEnvironmental Permit by, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedSeller. (d) Materials Seller has not retained or assumed, by Contract or operation of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability underLaw, any Environmental Law, nor have any Materials Liabilities or obligations of Environmental Concern been generated, treated, stored or disposed of at, on or third parties under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding Seller is not aware of or governmental or administrative action is pending orreasonably anticipates, to the knowledge as of the BorrowerClosing Date, threatenedany condition, under any Environmental Law to which event or circumstance concerning the Borrower Release or any Subsidiary is regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or will be named as a party materially increase the costs associated with respect to the Properties ownership, lease, operation, performance or use of the Business or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessTransferred Assets as currently carried out. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, Environmental Laws.