Common use of Environmental Liability Clause in Contracts

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its Subsidiaries, (i) HBI and the HBI Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo MBI’s knowledge, (i) HBI MBI and the HBI MBI Subsidiaries are in compliance, and since January 1, 2017 have complied, compliance in all material respects with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI MBI or any of the HBI MBI Subsidiaries, or on any property in which HBI MBI or any of the HBI MBI Subsidiaries has held a security interest, Lien, Lien or a fiduciary or management role, role (“MBI Loan Property”) that would reasonably be likely to result in an a material Environmental Liability for HBI MBI or the HBI MBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an a material Environmental Liability for HBI MBI or the HBI MBI Subsidiaries, (iv) neither HBI MBI nor any of the HBI MBI Subsidiaries has received any written notice, demand letter, or claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI MBI nor any of the HBI MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely expected to result in an a material Environmental Liability of HBI MBI or the HBI MBI Subsidiaries. HBI , (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBIMBI, the HBI MBI Subsidiaries and any currently owned Owned Properties, Leased Properties or leased property of HBI MBI Loan Property which were prepared in the last four five (45) years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) Except as for matters that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on HBI or any of its SubsidiariesEffect, (i) HBI the Company and the HBI each of its Subsidiaries are in compliance, and since January 1, 2017 have complied, compliance with all applicable Environmental Laws, have been in compliance with all applicable Environmental Laws except for any such noncompliance that has been fully resolved, and have obtained or timely applied for or renewed all Environmental Permits necessary for their operations as currently conducted; (ii) there have been no Contamination exceeding applicable cleanup standards Releases of any Hazardous Materials that require investigation or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI the Company or any of its Subsidiaries pursuant to any Environmental Law; (iii) there are no Environmental Claims pending or, to the HBI SubsidiariesKnowledge of the Company, or on any property in which HBI threatened against the Company or any of its Subsidiaries; (iv) neither the HBI Company nor any of its Subsidiaries has held a security interestretained or assumed, Lieneither contractually or by operation of law, any liability or a fiduciary or management role, obligation that would reasonably be likely expected to result in an have formed the basis of any Environmental Liability for HBI Claim against the Company or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, its Subsidiaries; and (v) neither HBI nor there is not located at any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries any underground storage tanks, asbestos containing materials or assets or equipment containing polychlorinated biphenyls in excess of 50 parts per million. The Company and each of its Subsidiaries have delivered or otherwise made available for inspection to MergerCo true, complete and correct copies and results of any reports, studies, or analyses possessed or initiated by the HBI Company or any of its Subsidiaries is subject pertaining to Hazardous Materials in, on, beneath or adjacent to any order, decree, injunction Material Facility or other agreement with any Governmental Entity regarding the Company’s or any third party under any of its Subsidiaries’ compliance with applicable Environmental Law Laws at such Facilities, in each case that disclose matters would reasonably be likely expected to result have a Company Material Adverse Effect. Notwithstanding anything to the contrary in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBIthis Agreement, the HBI Subsidiaries representations and any currently owned or leased property warranties set forth in this Section 3.16 and Section 3.19 shall be the sole and exclusive representations and warranties of HBI which were prepared in the last four (4) yearsCompany with respect to environmental matters.

Environmental Liability. (aExcept as set forth in Section 4.2(l) Except of the Enterprise Disclosure Schedule, and except as would not either individually or in the aggregate reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on HBI the Enterprise Entities: (1) Enterprise, Enterprise GP and the Enterprise Subsidiaries, and to the Knowledge of the Enterprise Entities, the Enterprise Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and all Environmental Permits; (2) Enterprise, Enterprise GP, the Enterprise Subsidiaries, and to the Knowledge of the Enterprise Entities, the Enterprise Partially Owned Entities, have obtained or filed for all Environmental Permits for their respective businesses, operations, properties and Assets as they currently exist and are operated and all such Environmental Permits are currently in full force and effect; (3) no Enterprise Entity or Enterprise Subsidiaries or any of its Subsidiariestheir respective businesses, (i) HBI operations, properties or Assets, or, to the Knowledge of the Enterprise Entities, the Enterprise Partially Owned Entities, or their respective businesses, operations, properties and Assets are subject to any pending or, to the HBI Subsidiaries are in complianceKnowledge of the Enterprise Entities, and since January 1threatened claims, 2017 have compliedactions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with all applicable Environmental Laws; (4) within the five years prior to the date of this Agreement, (ii) there has been no Contamination exceeding applicable cleanup standards Release of Hazardous Substances on, under or remediation thresholds under any Environmental Law exists at any real propertyfrom the current or former property owned, including buildings or other structures, currently or formerly owned leased or operated by HBI or any of Enterprise, Enterprise GP, the HBI Enterprise Subsidiaries, or on any property in which HBI or any to the Knowledge of the HBI Subsidiaries has held a security interestEnterprise Entities, Lienthe Enterprise Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported; (5) none of Enterprise, Enterprise GP, the Enterprise Subsidiaries, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any Knowledge of the HBI Subsidiaries Enterprise Entities, the Enterprise Partially Owned Entities has received any written noticenotice asserting an alleged liability or obligation under any Environmental Laws involving the Enterprise Entities, demand letterthe Enterprise Subsidiaries or the Enterprise Partially Owned Entities with respect to the actual or alleged Hazardous Substance contamination of any property offsite of the properties of the Enterprise Entities or the Enterprise Subsidiaries; (6) to the Knowledge of the Enterprise Entities, claim there are not any existing, pending or request for information alleging threatened actions, suits, claims, investigations, inquiries or proceedings by or before any material violation ofcourt or any other Governmental Entity directed against the Enterprise Entities, the Enterprise Subsidiaries or the Enterprise Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (7) there have been no ruptures in the Enterprise Pipeline Systems resulting in personal injury, loss of life, or liability undermaterial property damage, except to the extent any Environmental Law, claims related to such ruptures have been resolved and (v) neither HBI nor 8) to the Knowledge of the Enterprise Entities, there are no defects, corrosion or other damage to any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law Enterprise Pipeline Systems that would could reasonably be likely expected to result in an Environmental Liability create a risk of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearspipeline integrity failure.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo UNNF's Knowledge, (iA) HBI UNNF and the HBI UNNF Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, ; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI UNNF or any of the HBI SubsidiariesUNNF Subsidiary, or on any property in which HBI UNNF or any of the HBI Subsidiaries UNNF Subsidiary has held a security interest, Lien, Lien or a fiduciary or management rolerole ("UNNF Loan Property"), has been contaminated with, or has had any release of, any Hazardous Substance except in material compliance with Environmental Laws; (C) neither UNNF nor any UNNF Subsidiary could be deemed the owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any UNNF Loan Property that would reasonably be likely has been contaminated with, or has had any material and unlawful release to result in an Environmental Liability the environment of, any regulated quantity of any Hazardous Substance; (D) neither UNNF nor any UNNF Subsidiary has any material liability for HBI any Hazardous Substance disposal or the HBI Subsidiaries, (iii) no Contamination exists at contamination on any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, property; (ivE) neither HBI UNNF nor any of the HBI Subsidiaries UNNF Subsidiary has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and ; (vF) neither HBI UNNF nor any of the HBI Subsidiaries UNNF Subsidiary is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving UNNF or any UNNF Subsidiary, any currently or formerly owned or operated property, or any UNNF Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against UNNF or any UNNF Subsidiary, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law that would reasonably be likely to result or materially and adversely affect the value of any UNNF Loan Property, (H) UNNF has set forth in an Environmental Liability Section 3.17 of HBI or the HBI Subsidiaries. HBI has UNNF Disclosure Schedule and made available to FNB DFSC copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBIUNNF, the HBI Subsidiaries any UNNF Subsidiary and any currently owned or leased operated property of HBI UNNF which were prepared in the last four five years and (4I) UNNF has made available to DFSC copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding UNNF Loan as defined in Section 5.2(s) and which were prepared for UNNF in the last five years.

Environmental Liability. (ai) Except as set forth in Section 4.1(l) of the TEPPCO Disclosure Schedule, and except as would not either individually or in the aggregate reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on HBI the TEPPCO Entities and the TEPPCO Subsidiaries, taken as a whole: (1) TEPPCO and the TEPPCO Subsidiaries, and to the Knowledge of the TEPPCO Entities, the TEPPCO Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and all permits, registrations, licenses, approvals, exemptions, variances, and other authorizations required under Environmental Laws (“Environmental Permits”); (2) TEPPCO, TEPPCO GP, the TEPPCO Subsidiaries, and to the Knowledge of the TEPPCO Entities, the TEPPCO Partially Owned Entities, have obtained or filed for all Environmental Permits for their respective businesses, operations, properties and Assets as they currently exist and are operated and all such Environmental Permits are currently in full force and effect; (3) no TEPPCO Entity or TEPPCO Subsidiary or any of its Subsidiariestheir respective businesses, (i) HBI operations, properties or Assets, or, to the Knowledge of the TEPPCO Entities, the TEPPCO Partially Owned Entities, or their respective businesses, operations, properties and Assets, are subject to any pending or, to the HBI Subsidiaries are in complianceKnowledge of the TEPPCO Entities, and since January 1threatened claims, 2017 have compliedactions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with all applicable Environmental Laws; (4) within the five years prior to the date of this Agreement, (ii) there has been no Contamination exceeding applicable cleanup standards Release of Hazardous Substances on, under or remediation thresholds under any Environmental Law exists at any real propertyfrom the current or former property owned, including buildings or other structures, currently or formerly owned leased or operated by HBI or any of TEPPCO, TEPPCO GP, the HBI TEPPCO Subsidiaries, or on any property in which HBI or any to the Knowledge of the HBI Subsidiaries has held a security interestTEPPCO Entities, Lienthe TEPPCO Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported; (5) none of TEPPCO, TEPPCO GP, the TEPPCO Subsidiaries, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any Knowledge of the HBI Subsidiaries TEPPCO Entities, the TEPPCO Partially Owned Entities has received any written noticenotice asserting an alleged liability or obligation under any Environmental Laws involving the TEPPCO Entities, demand letterthe TEPPCO Subsidiaries or the TEPPCO Partially Owned Entities with respect to actual or alleged Hazardous Substance contamination of any property offsite of the properties of the TEPPCO Entities or the TEPPCO Subsidiaries; (6) to the Knowledge of the TEPPCO Entities, claim there are not any existing, pending or request for information alleging threatened actions, suits, claims, investigations, inquiries or proceedings by or before any material violation ofcourt or any other Governmental Entity directed against the TEPPCO Entities, the TEPPCO Subsidiaries or the TEPPCO Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (7) there have been no ruptures in the TEPPCO Pipeline Systems resulting in personal injury, loss of life, or liability undermaterial property damage, except to the extent any Environmental Law, claims related to such ruptures have been resolved and (v) neither HBI nor 8) to the Knowledge of the TEPPCO Entities, there are no defects, corrosion or other damage to any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law TEPPCO Pipeline Systems that would could reasonably be likely expected to result in an Environmental Liability create a risk of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearspipeline integrity failure.

Environmental Liability. (a) Except as set forth in the Reports filed and publicly available prior to the date hereof or in a letter from the Company to the Purchaser dated the date hereof, (i) neither the Company nor any of its Subsidiaries has received any notice of any occurrence or circumstance which would reasonably be expected to give rise to a material claim under or pursuant to any Environmental Laws or in connection with any Hazardous Material, with respect to the Properties or arising out of the conduct of the Company or its Subsidiaries; (ii) none of the Properties are included or, to the Company’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, by the United States Environmental Protection Agency or, to the Company’s knowledge, proposed for inclusion on any similar list issued by any state Governmental Entity pursuant to any other Environmental Law which identifies sites that would reasonably be expected to require remediation of Hazardous Material pursuant to any Environmental Law, (iii) no Environmental Lien has been imposed on the Properties by any Governmental Entity in connection with the presence on or off such Property of any Hazardous Material, (iv) none of the Company or any of its Subsidiaries has entered into or been subject to any consent decree, compliance order, administrative order or settlement agreement in connection with any Environmental Laws or in connection with any Hazardous Material with respect to the Properties or any facilities or improvements or any operations or activities thereon, except for any consent decree, compliance order, administrative order or settlement agreement that does not have and could not reasonably be expected to havehave a material adverse effect on the value of any Property, individually the marketability of any Property or in the aggregateability to finance or refinance any Property, a Material Adverse Effect on HBI (v) the Company has not received written notification of any legal, administrative, arbitral or other proceedings, or investigations, pending or to the Company’s knowledge threatened, against the Company or any of its SubsidiariesSubsidiaries under any Environmental Laws or in connection with any Hazardous Materials, and (ivi) HBI the Company and the HBI its Subsidiaries are in compliance, and since January 1, 2017 have complied, compliance in all material respects with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years.

Environmental Liability. (ai) Except as set forth in Section 4.1(l) of the Kaneb Disclosure Schedule, and except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on HBI or any the Kaneb Entities: (a) KPP and its respective Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and all permits, registrations, licenses, approvals, exemptions, variances, and other authorizations required under Environmental Laws ("ENVIRONMENTAL PERMITS"); (b) KPP, its Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, have obtained or filed for all Environmental Permits for their respective businesses, operations, properties and Assets as they currently exist and all such Environmental Permits are currently in full force and effect; (c) KPP, its respective Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, and their respective businesses, operations, properties and Assets are not subject to any pending or, to the Knowledge of the Kaneb Entities, threatened claims, actions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with Environmental Laws; (d) (i) HBI and there has been no Release of Hazardous Substances on, under or from the HBI Subsidiaries are in compliancecurrent or former property owned, leased or operated by KPP, its Subsidiaries, or to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards the Kaneb Entities have provided the VLI Entities with copies of all reports and related documentation regarding any Release of Hazardous Substances on, under or remediation thresholds from the current or former property owned, leased or operated by KPP, its Subsidiaries, or to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities; (e) none of KPP, its Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities have received any written notice asserting an alleged liability or obligation under any Environmental Law exists at Laws involving KPP, its Subsidiaries or the Kaneb Partially Owned Entities with respect to the actual or alleged Hazardous Substance contamination of any real propertyproperty offsite of the properties of KPP; (f) to the Knowledge of the Kaneb Entities, including buildings there are not any existing, pending or threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or any other Governmental Entity directed against KPP, its Subsidiaries or the Kaneb Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (g) there have been no ruptures in the Kaneb Pipeline Systems resulting in personal injury, loss of life, or material property damage; (h) to the Knowledge of the Kaneb Entities, there are no defects, corrosion or other structures, currently or formerly owned or operated by HBI or damage to any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, Kaneb Pipeline Systems that would could reasonably be likely expected to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by create a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any risk of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, pipeline integrity failure; and (vi) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has Kaneb Entities have made available to FNB copies of all material environmental reports or studies, sampling data, correspondence VLI complete and filings in its possession or correct information regarding compliance matters relating to HBI, Environmental Laws in the HBI possession of KPP or its Subsidiaries and any currently owned relating to their respective businesses, operations, properties or leased property of HBI which were prepared in the last four (4) yearsAssets.

Environmental Liability. (a) Except as set forth in Section 3.16(a) of the UBNC Disclosure Schedule or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI UBNC or any of its Subsidiaries, (i) HBI UBNC and the HBI UBNC Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI UBNC or any of the HBI UBNC Subsidiaries, or on any property in which HBI UBNC or any of the HBI UBNC Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI UBNC or the HBI UBNC Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI UBNC or the HBI UBNC Subsidiaries, (iv) neither HBI UBNC nor any of the HBI UBNC Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI UBNC nor any of the HBI UBNC Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI UBNC or the HBI UBNC Subsidiaries. HBI UBNC has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBIUBNC, the HBI UBNC Subsidiaries and any currently owned or leased property of HBI UBNC which were prepared in the last four (4) years.

Environmental Liability. (a) Except as would not reasonably be expected The Landlord represents and warrants, to have, individually or in the aggregate, a Material Adverse Effect on HBI or any best of its Subsidiariesknowledge and belief, (i) HBI that the land and the HBI Subsidiaries are Building comply in compliance, and since January 1, 2017 have complied, all material respects with all applicable Environmental Lawsfederal, (ii) no Contamination exceeding applicable cleanup standards provincial or remediation thresholds under any Environmental Law exists at any real propertylocal environmental, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Lawhealth and safety statutes and regulations, and (v) that neither HBI the Land nor any of the HBI Subsidiaries is Building are subject to any orderjudicial or administrative proceedings alleging the violation of any federal, decreeprovincial or local environmental or health and safety statutes or regulations. The Landlord hereby represents and warrants that the Leased Premises (including the Landlord’s Work and Tenant’s Work performed by the Landlord but excluding any leasehold improvements and other construction made by the Tenant after the Commencement Date), injunction or are now and will, at all time throughout the Term of the Lease and any renewal thereof, remain free of any substance deemed to be hazardous to health by lawful authority (such as PCB’s and asbestos) to the extent that the Leased Premises should not be occupied. The Landlord and the Tenant acknowledge that asbestos was present on the 8th floor but the Landlord represents that it has been removed in accordance with industry practice where accessible and in other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or rare no-accessible areas, has been encapsulated. Notwithstanding the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBIforegoing, the HBI Subsidiaries Landlord and the Tenant acknowledge that the Leased Premises contain encapsulated asbestos and ballasts may contain PCB’s, neither of which is to Landlord’s best knowledge hazardous to health, provided that they are not tampered with or disturbed. Each of the Landlord and the Tenant covenants and agrees that if its employees, contractors, or agents tamper with or disturb such encapsulated asbestos or ballasts, it shall indemnify and save harmless the other from and against all costs, damages, losses, expenses and liabilities caused by or related to such tampering or disturbance. The Landlord will provide a letter certifying that, to the best of his knowledge and belief, the Landlord’s Work and the Tenant’s Work remain free of any currently owned or leased property of HBI which were prepared in substance deemed to be hazardous to health by lawful authority (such as PCB’s and asbestos) to the last four (4) yearsextent that the Leased Premises should not be occupied, before the Occupancy Date.

Environmental Liability. (a) Except as would not set forth in an Environmental Report: (i) there are no legal, administrative, arbitral or other proceedings, claims or actions pending or, to the Knowledge of Seller, threatened against Seller or any Seller Subsidiaries with respect to the Branches nor are there governmental or third party environmental investigations or remediation activities that seek to impose or that could reasonably be expected likely to haveresult in the imposition, on Seller or any of Seller Subsidiaries with respect to the branches, of any liability or obligation arising under any local, state or federal environmental, health or safety statute, regulation, law (including common law) or ordinance, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“Environmental Laws”), which liability or obligation would reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect on HBI or any of its Subsidiaries, (i) HBI and the HBI Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, Effect; (ii) to the Knowledge of Seller, there is no Contamination exceeding applicable cleanup standards reasonable basis for any such proceeding, claim, action or remediation thresholds under governmental investigation that would impose any Environmental Law exists at any real property, including buildings liability or other structures, currently obligation that would have or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, have a Material Adverse Effect; (iii) to the Knowledge of Seller, during or prior to the period of Seller’s or Seller Subsidiary’s ownership or operation of any property where the branches are located there were no Contamination exists at releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any real such property owned by a third party that which would reasonably be likely likely, individually or in the aggregate, to result in an Environmental Liability for HBI or the HBI Subsidiaries, have a Material Adverse Effect; and (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries Seller is not subject to any material agreement, order, decree, injunction judgment or other agreement decree by or with any Governmental Entity court, governmental authority, regulatory agency or any third party under imposing any Environmental Law that would reasonably be likely material liability or obligation with respect to result in an Environmental Liability of HBI or the HBI SubsidiariesBranches. HBI Seller has made available to FNB copies Purchaser prior to the date hereof any written third party environmental site assessment conducted since January 1, 2009 assessing the presence of all material environmental reports or studies, sampling data, correspondence and filings in its hazardous materials located on any Owned Real Property that is within the possession or relating to HBIcontrol of Seller and its Affiliates as of the date hereof (collectively, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years“Environmental Reports”).

Environmental Liability. (ai) Except as set forth in Section 4.1(l) of the Kaneb Disclosure Schedule, and except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on HBI or any of the KSL Entities: (a) KSL and its Subsidiaries, and to the Knowledge of KSL, the Kaneb Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and all permits, registrations, licenses, approvals, exemptions, variances, and other authorizations required under Environmental Laws (“Environmental Permits”); (b) KSL, its Subsidiaries, and to the Knowledge of KSL, the Kaneb Partially Owned Entities, have obtained or filed for all Environmental Permits for its respective businesses, operations, properties and Assets as they currently exist and all such Environmental Permits are currently in full force and effect; (c) KSL, its Subsidiaries, and to the Knowledge of KSL, the Kaneb Partially Owned Entities, and their respective businesses, operations, properties and Assets are not subject to any pending or, to the Knowledge of the KSL, threatened claims, actions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with Environmental Laws; (d) (i) HBI and there has been no Release of Hazardous Substances on, under or from the HBI current or former property owned, leased or operated by KSL, its Subsidiaries are in complianceor to the Knowledge of KSL the Kaneb Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards KSL has provided the VLI Entities with copies of all reports and related documentation regarding any Release of Hazardous Substances on, under or remediation thresholds from the current or former property owned, leased or operated by KSL, its respective Subsidiaries or the Kaneb Partially Owned Entities; (e) none of KSL, its Subsidiaries, and to the Knowledge of KSL, the Kaneb Partially Owned Entities have received any written notice asserting an alleged liability or obligation under any Environmental Law exists at Laws involving KSL, its Subsidiaries or the Kaneb Partially Owned Entities with respect to the actual or alleged Hazardous Substance contamination of any real propertyproperty offsite of the properties of KSL; (f) to the Knowledge of KSL or its Subsidiaries, including buildings there are not any existing, pending or threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or any other Governmental Entity directed against KSL, its Subsidiaries or the Kaneb Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (g) there have been no ruptures in the Pipeline Systems resulting in personal injury, loss of life, or material property damage; (h) to the Knowledge of KSL, there are no defects, corrosion or other structures, currently or formerly owned or operated by HBI or damage to any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, Pipeline Systems that would could reasonably be likely expected to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by create a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any risk of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, pipeline integrity failure; and (vi) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI KSL has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence VLI complete and filings in its possession or correct information regarding compliance matters relating to HBI, Environmental Laws in the HBI possession of KSL or its Subsidiaries and any currently owned relating to their respective businesses, operations, properties or leased property of HBI which were prepared in the last four (4) yearsAssets.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo UNNF’s Knowledge, (iA) HBI UNNF and the HBI UNNF Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, ; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI UNNF or any of the HBI SubsidiariesUNNF Subsidiary, or on any property in which HBI UNNF or any of the HBI Subsidiaries UNNF Subsidiary has held a security interest, Lien, Lien or a fiduciary or management rolerole (“UNNF Loan Property”), has been contaminated with, or has had any release of, any Hazardous Substance except in material compliance with Environmental Laws; (C) neither UNNF nor any UNNF Subsidiary could be deemed the owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any UNNF Loan Property that would reasonably be likely has been contaminated with, or has had any material and unlawful release to result in an Environmental Liability the environment of, any regulated quantity of any Hazardous Substance; (D) neither UNNF nor any UNNF Subsidiary has any material liability for HBI any Hazardous Substance disposal or the HBI Subsidiaries, (iii) no Contamination exists at contamination on any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, property; (ivE) neither HBI UNNF nor any of the HBI Subsidiaries UNNF Subsidiary has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and ; (vF) neither HBI UNNF nor any of the HBI Subsidiaries UNNF Subsidiary is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving UNNF or any UNNF Subsidiary, any currently or formerly owned or operated property, or any UNNF Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against UNNF or any UNNF Subsidiary, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law that would reasonably be likely to result or materially and adversely affect the value of any UNNF Loan Property, (H) UNNF has set forth in an Environmental Liability Section 3.17 of HBI or the HBI Subsidiaries. HBI has UNNF Disclosure Schedule and made available to FNB DFSC copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBIUNNF, the HBI Subsidiaries any UNNF Subsidiary and any currently owned or leased operated property of HBI UNNF which were prepared in the last four five years and (4I) UNNF has made available to DFSC copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding UNNF Loan as defined in Section 5.2(s) and which were prepared for UNNF in the last five years.

Environmental Liability. (ai) Except as set forth in Section 4.1(l) of the Kaneb Disclosure Schedule, and except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on HBI or any the Kaneb Entities: (a) KPP and its respective Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and all permits, registrations, licenses, approvals, exemptions, variances, and other authorizations required under Environmental Laws (“Environmental Permits”); (b) KPP, its Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, have obtained or filed for all Environmental Permits for their respective businesses, operations, properties and Assets as they currently exist and all such Environmental Permits are currently in full force and effect; (c) KPP, its respective Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, and their respective businesses, operations, properties and Assets are not subject to any pending or, to the Knowledge of the Kaneb Entities, threatened claims, actions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with Environmental Laws; (d) (i) HBI and there has been no Release of Hazardous Substances on, under or from the HBI Subsidiaries are in compliancecurrent or former property owned, leased or operated by KPP, its Subsidiaries, or to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards the Kaneb Entities have provided the VLI Entities with copies of all reports and related documentation regarding any Release of Hazardous Substances on, under or remediation thresholds from the current or former property owned, leased or operated by KPP, its Subsidiaries, or to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities; (e) none of KPP, its Subsidiaries, and to the Knowledge of the Kaneb Entities, the Kaneb Partially Owned Entities have received any written notice asserting an alleged liability or obligation under any Environmental Law exists at Laws involving KPP, its Subsidiaries or the Kaneb Partially Owned Entities with respect to the actual or alleged Hazardous Substance contamination of any real propertyproperty offsite of the properties of KPP; (f) to the Knowledge of the Kaneb Entities, including buildings there are not any existing, pending or threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or any other Governmental Entity directed against KPP, its Subsidiaries or the Kaneb Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (g) there have been no ruptures in the Kaneb Pipeline Systems resulting in personal injury, loss of life, or material property damage; (h) to the Knowledge of the Kaneb Entities, there are no defects, corrosion or other structures, currently or formerly owned or operated by HBI or damage to any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, Kaneb Pipeline Systems that would could reasonably be likely expected to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by create a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any risk of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, pipeline integrity failure; and (vi) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has Kaneb Entities have made available to FNB copies of all material environmental reports or studies, sampling data, correspondence VLI complete and filings in its possession or correct information regarding compliance matters relating to HBI, Environmental Laws in the HBI possession of KPP or its Subsidiaries and any currently owned relating to their respective businesses, operations, properties or leased property of HBI which were prepared in the last four (4) yearsAssets.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo FNB’s Knowledge, (iA) HBI FNB and the HBI its Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, environmental laws; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI FNB or any of the HBI its Subsidiaries, or on any property in which HBI FNB or any of the HBI its Subsidiaries has held a security interest, Lien, Lien or a fiduciary or management rolerole (“FNB Loan Property”), that would reasonably be likely to result has been contaminated with, or has had any release of, any Hazardous Substance except in an material compliance with Environmental Liability for HBI or the HBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (ivC) neither HBI FNB nor any of its Subsidiaries could be deemed the HBI owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any FNB Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither FNB nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither FNB nor any of its Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and ; (vF) neither HBI FNB nor any of the HBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving FNB or any of its Subsidiaries, any currently or formerly owned or operated property, or any FNB Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against FNB or any of its Subsidiaries, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law that would reasonably be likely to result or materially and adversely affect the value of any FNB Loan Property, (H) FNB has set forth in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has FNB Disclosure Schedule and made available to FNB Omega copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBIFNB, the HBI its Subsidiaries and any currently owned or leased operated property of HBI FNB which were prepared in the last four five years and (4I) FNB has made available to Omega copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding FNB Loan and which were prepared for FNB in the last five years.

Environmental Liability. (a) Except as would not reasonably be expected to havedisclosed in Section 3.02(z) of the Seller Disclosure Schedule: (1) neither the conduct or operation of Seller Bank or Seller Bank Subsidiaries nor any condition of any property presently or previously owned, individually leased or in the aggregate, a Material Adverse Effect on HBI or operated by any of its Subsidiariesthem (including in a fiduciary or agency capacity), (i) HBI and the HBI Subsidiaries are violates or, has violated in compliance, and since January 1, 2017 have complied, with all applicable any material respect any Environmental Laws; (2) there has been no release of any Hazardous Substance by, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under contamination on any Environmental Law exists at any real property, including buildings or other structures, property currently or formerly owned or operated by HBI by, Seller Bank or any of the HBI Subsidiaries, Seller Bank’s Subsidiaries in any manner that has given rise to any current or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely expected to result in an give rise to any future remedial obligation, corrective action requirement or material Liabilities under applicable Environmental Liability for HBI or the HBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv3) neither HBI Seller Bank nor any of the HBI Seller Bank’s Subsidiaries has received any written noticeclaims, notices, demand letter, claim letters or request requests for information alleging (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any Governmental Authority or any other Person asserting that Seller Bank or any of Seller Bank’s Subsidiaries are alleged to have any material violation of, or liability under, Liabilities under any Environmental Law, and (v) neither HBI nor any of including responsibility for the HBI Subsidiaries is subject to any order, decree, injunction cleanup or other agreement with remediation of any Governmental Entity pollutants, contaminants or hazardous or toxic wastes, substances or materials at, on, beneath or originating from any third party under property they have owned, leased, operated or held as collateral or in a fiduciary capacity; (4) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation of any applicable Environmental Law Law, or in a manner that has given rise to, or that would reasonably be likely expected to give rise to, any material Liabilities under any Environmental Law, from any current or former properties or facilities while owned or operated by Seller Bank or any of Seller Bank’s Subsidiaries or as a result of any operations or activities of Seller Bank or any of its Subsidiaries at any location, and, to Seller’s Knowledge, Hazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in an Liabilities to Seller Bank or any of Seller Bank’s Subsidiaries under any Environmental Liability Law; (5) neither Seller Bank, Seller Bank’s Subsidiaries nor any of HBI their respective properties or the HBI Subsidiaries. HBI facilities are subject to, or are, to Seller’s Knowledge, threatened to become subject to, any Liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, indemnity or claim asserted or arising under any Environmental Law; and (6) Seller Parent has made available to FNB Purchaser Bank copies of all material environmental reports or reports, studies, assessments, sampling data, correspondence data and filings other environmental information in its possession or relating to HBISeller Bank or any of Seller Bank’s Subsidiaries or any of their current or former properties or operations. Notwithstanding anything in this Agreement to the contrary, the HBI Subsidiaries representations and any currently owned warranties contained in this Section 3.02(z) are the only representations and warranties being made by the Seller Parent in this Agreement with respect to compliance with or leased property of HBI which were prepared in the last four (4) yearsLiabilities under Environmental Laws.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo Omega’s Knowledge, (iA) HBI Omega and the HBI its Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, environmental laws; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI Omega or any of the HBI its Subsidiaries, or on any property in which HBI Omega or any of the HBI its Subsidiaries has held a security interest, Lien, Lien or a fiduciary or management rolerole (“Omega Loan Property”), that would reasonably be likely to result has been contaminated with, or has had any release of, any Hazardous Substance except in an material compliance with Environmental Liability for HBI or the HBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (ivC) neither HBI Omega nor any of its Subsidiaries could be deemed the HBI owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any Omega Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither Omega nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither Omega nor any of its Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and ; (vF) neither HBI Omega nor any of the HBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving Omega or any of its Subsidiaries, any currently or formerly owned or operated property, or any Omega Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against Omega or any of its Subsidiaries, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law that would reasonably be likely to result or materially and adversely affect the value of any Omega Loan Property, (H) Omega has set forth in an Environmental Liability Section 3.17 of HBI or the HBI Subsidiaries. HBI has Omega Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBIOmega, the HBI its Subsidiaries and any currently owned or leased operated property of HBI Omega which were prepared in the last four five years and (4I) Omega has made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding Omega Loan (as defined in Section 5.2(s)) and which were prepared for Omega in the last five years.