Common use of Environmental Matters Clause in Contracts

Environmental Matters. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower and each of its Restricted Subsidiaries is in compliance with all applicable Environmental Laws governing its businessand the requirements of any permits issued under such Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Borrower and its Restricted Subsidiaries, threatened in writing Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Restricted Subsidiaries or any real property, including leaseholds, owned or operated by the Borrower or any of its Restricted Subsidiaries, except such claims as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any Real Property now or at any time ownedreal property, leased including leaseholds, owned or operated by the Borrower or any of its Restricted Subsidiaries or on any Property adjacent that, to any such Real Property, that are known by the knowledge of the Borrower or as to which the Borrower or any such Subsidiary has received written noticeand its Restricted Subsidiaries, that could reasonably be expected: expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; such real property, or (ii) to cause any such Real Property real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property real property by the Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law. To the knowledge of the Borrower, except in each Hazardous Materials have not been Released on or from any real property, including leaseholds, owned or operated by the Borrower or any of its Restricted Subsidiaries where such caseRelease, such Environmental Claims individually, or restrictions that individually or when combined with other Releases, in the aggregate would not aggregate, may reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Brekford and each of its Subsidiaries is are and have been in compliance with all applicable Environmental Laws governing (as defined below) and neither Brekford nor any of its businessSubsidiaries has received any written or oral communication from any person or governmental authority that alleges that Brekford or any of its Subsidiaries is not in compliance with applicable Environmental Laws, except to for such non-compliance which, individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower Effect on Brekford. (b) Brekford and each of its Subsidiaries under any have obtained or have applied for all environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the “Environmental Law have Permits”) necessary for the construction of their facilities or the conduct of their operations, and all such Environmental Permits are effective or, where applicable, a renewal application has been secured timely filed and the Borrower is pending agency approval, and Brekford and each of its Subsidiaries is are in substantial compliance therewith, with all terms and conditions of such Environmental Permits except for such licensesnon-compliance which, permits, registrations individually or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectEffect on Brekford. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued compliance on the part of Brekford or any of its Subsidiaries with such Environmental Permits. Neither Brekford nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Novume or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Brekford’s knowledge, there is no requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Brekford or any of its Subsidiaries. (d) There is no Environmental Claim (as defined below) pending or, to Brekford’s knowledge, threatened (i) against Brekford or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against or associated with any real or personal property or operations which Brekford or any of its Subsidiaries currently or previously owned, leased or operated, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries, or against any person whose liability for any Environmental Claim Brekford or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Brekford or any of its Subsidiaries, there is no Environmental Claim pending or, to Brekford’s knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against Brekford or any of its Subsidiaries. (g) Brekford has disclosed to the Company all material facts which Brekford reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Brekford and each of its Subsidiaries. (h) None of the properties currently or formerly owned, leased or operated by Brekford, any of its Subsidiaries or any predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the “NPL”), the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”), or any other comparable state or local environmental database, including those that are triggered by sales or transfers of businesses or real property. (i) Brekford has delivered, or caused to be delivered, to the Company copies of all written environmental audit reports, written site assessments performed by environmental professionals, asbestos surveys, written claims and complaints, and consent decrees and other similar documents with respect to Brekford or any of its Subsidiaries, which are in the possession or control of Brekford or any of its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims, or Releases of Hazardous Materials. For purposes of this Section 4.13:

Environmental Matters. The (a) Each of Parent Guarantor and the Borrower will at its sole expense: (i) comply, and cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, to the extent the breach thereof could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of its Subsidiaries is Parent Guarantor’s, the Borrower’s or their Subsidiaries’ Properties or any other property offsite the Property to the extent caused by Parent Guarantor’s, the Borrower’s or any of their Subsidiaries’ operations except in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines Release or forfeitures) would not threatened Release could reasonably be expected to have a Material Adverse Effect. All licenses; (iii) timely obtain or file, permits, registrations or approvals required for the conduct of the business of the Borrower and cause each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing thattimely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the passage operation or use of time Parent Guarantor’s, the Borrower’s or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending ortheir Subsidiaries’ Properties, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling extent such failure to obtain or finding would file could reasonably be expected to have a Material Adverse Effect. There are no facts; (iv) promptly commence and diligently prosecute to completion, circumstancesand cause each Subsidiary to promptly commence and diligently prosecute to completion, conditions any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or occurrences on other remedial obligations (collectively, the “Remedial Work”) in the event any Real Property now Remedial Work is required under applicable Environmental Laws because of or at in connection with the actual or suspected past, present or future Release or threatened Release of any time ownedHazardous Material on, leased under, about or operated by the Borrower or from any of Parent Guarantor, the Borrower’s or their Subsidiaries’ Properties, to the extent failure to do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries or on to conduct, their respective operations and businesses in a manner that will not expose any Property adjacent or Person to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, Hazardous Materials that could reasonably be expected: (i) expected to form the basis of an Environmental Claim against cause Parent Guarantor, the Borrower or any of its their Subsidiaries to owe damages or any Real Property of the Borrower or any of its Subsidiaries; or (ii) compensation that could reasonably be expected to cause such Real Property a Material Adverse Effect; and (vi) establish and implement, and shall cause each Subsidiary to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such caseestablish and implement, such Environmental Claims or restrictions procedures as may be necessary to continuously determine and assure that individually or in Parent Guarantor’s, the aggregate would not Borrower’s and their Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, to the extent failure to do so could reasonably be expected to have a Material Adverse Effect. (b) If Parent Guarantor, the Borrower or any Subsidiary receives written notice of any action or, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against Parent Guarantor, the Borrower or their Subsidiaries or their Properties, in each case in connection with any Environmental Laws, the Borrower will within fifteen days after any Responsible Officer obtains actual knowledge thereof give written notice of the same to Administrative Agent if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $20,000,000, not fully covered by insurance, subject to normal deductibles. (c) In connection with any acquisition by Parent Guarantor, the Borrower or any Restricted Subsidiary of any Oil and Gas Property, other than an acquisition of additional interests in Oil and Gas Properties in which Parent Guarantor, the Borrower or any Restricted Subsidiary previously held an interest, to the extent Parent Guarantor, the Borrower or such Restricted Subsidiary obtains or is provided with same, Parent Guarantor and the Borrower will, and will cause each Restricted Subsidiary to, promptly following Parent Guarantor, the Borrower’s or such Restricted Subsidiary’s obtaining or being provided with the same, deliver to the Administrative Agent such final and non-privileged material environmental reports of such Oil and Gas Properties as are reasonably requested by the Administrative Agent.

Environmental Matters. (a) The Parent and the Borrower shall at their sole expense: (i) comply, and cause their Properties and operations and each other Restricted Subsidiary and each other Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, to the extent the breach thereof could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and cause each Restricted Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Parent’s or its Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Parent’s or any of its Subsidiaries is Restricted Subsidiaries’ operations except in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines Release or forfeitures) would not threatened Release could reasonably be expected to have a Material Adverse Effect. All licenses; (iii) timely obtain or file, permitsand cause each other Restricted Subsidiary to timely obtain or file, registrations all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or approvals required for filed in connection with the conduct operation or use of the business of the Borrower and each of Parent’s or its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending orRestricted Subsidiaries’ Properties, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling extent such failure to obtain or finding would file could reasonably be expected to have a Material Adverse Effect. There are no facts; (iv) promptly commence and diligently prosecute to completion, circumstancesand cause each other Restricted Subsidiary to promptly commence and diligently prosecute to completion, conditions any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or occurrences on other remedial obligations (collectively, the “Remedial Work”) to the extent any Real Property now Remedial Work is required or at reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any time ownedHazardous Material on, leased under, about or operated by the Borrower or from any of the Parent’s or its Restricted Subsidiaries’ Properties, to the extent failure to do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Restricted Subsidiaries or on to conduct, their respective operations and businesses in a manner that will not expose any Property adjacent or Person to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, Hazardous Materials that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) expected to cause such Real Property the Parent or its Restricted Subsidiaries to owe damages or compensation that could reasonably be subject expected to any restrictions on the ownershipcause a Material Adverse Effect; and (vi) establish and implement, occupancy, use or transferability of such Real Property under any Environmental Law, except in and shall cause each such caseother Restricted Subsidiary to establish and implement, such Environmental Claims or restrictions procedures as may be necessary to continuously determine and assure that individually or in the aggregate would not Parent’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, to the extent failure to do so could reasonably be expected to have a Material Adverse Effect. (b) If the Parent or any Restricted Subsidiary receives written notice of any action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Parent or its Restricted Subsidiaries or their Properties, in each case in connection with any Environmental Laws, the Borrower will within fifteen (15) days after any Responsible Officer learns thereof give written notice of the same to the Administrative Agent if the Parent or the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of the Threshold Amount, not fully covered by insurance, subject to normal deductibles. (c) In connection with any acquisition by any Credit Party of any Oil and Gas Property, other than an acquisition of additional interests in Oil and Gas Properties in which such Credit Party previously held an interest, to the extent any Credit Party obtains or is provided with same, the Borrower will, and will cause each other Credit Party to, promptly following any Credit Party’s obtaining or being provided with the same, deliver to the Administrative Agent such final and non-privileged material environmental reports of such Oil and Gas Properties as are reasonably requested by the Administrative Agent, the delivery of which will not violate any applicable confidentiality agreement entered into in good faith with an unaffiliated third party.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

Environmental Matters. The Borrower and each of its Restricted Subsidiaries is has, to the best knowledge of their respective executive officers, obtained and maintained in compliance with effect all Environmental Laws governing Permits (or the applicable Person has initiated the necessary steps to transfer the Environmental Permits into its businessname or obtain such permits), except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not obtain which could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Restricted Subsidiaries under any Environmental Law and their Properties, business and operations have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending orare, to the best knowledge of their respective executive officers, in compliance with all applicable Requirements of Environmental Law and Environmental Permits the Borrower, threatened wherein an unfavorable decision, ruling or finding would failure to comply with which could reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any and each of its Restricted Subsidiaries or on any Property adjacent to any such Real Propertyand their Properties, that business and operations are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be not subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such (A) Environmental Claims or restrictions that individually (B), to the best knowledge of their respective executive officers (after making reasonable inquiry of the personnel and records of their respective Corporations), Environmental Liabilities, in either case direct or in contingent, arising from or based upon any act, omission, event, condition or circumstance occurring or existing on or prior to the aggregate would not date hereof which could reasonably be expected to have a Material Adverse Effect. None of the officers of Borrower or any of its Restricted Subsidiaries has received any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (financial or otherwise), business or operations which could reasonably be expected to have a Material Adverse Effect. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the future with respect to any of the Properties of Borrower or any of its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect, for which good faith provisions have not been made by Borrower or such Restricted Subsidiary in its business plan and projections of financial performance.

Environmental Matters. The Borrower Without limitation of any other covenants, rights or other obligations expressed elsewhere in this Agreement: (i) Each Loan Party will, and will cause each of its Subsidiaries is in compliance with Restricted Subsidiaries, to take all reasonable actions required under Environmental Laws governing to (A) the extent it has knowledge thereof, cure any violation of applicable Environmental Laws by any Loan Party or its businessRestricted Subsidiaries that would reasonably be expected to have, except individually or in the aggregate, a Material Adverse Effect; (B) make an appropriate response to any claim, suit or proceeding against any Loan Party or any of its Restricted Subsidiaries asserting any Environmental Liability (in each case to the extent such Loan Party has knowledge of such claim, suit or proceeding) and discharge any obligations it may have to any Person thereunder, where failure to do so would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) implement any and all Remedial Actions required to comply with Environmental Laws or that are legally required by any Governmental Authority acting within its jurisdiction (following final resolution of the Loan Party’s or its Restricted Subsidiaries’ challenges or appeals, if any, of the relevant Governmental Authority’s order or decision) or that are otherwise necessary to maintain the value and marketability of its owned or leased Real Estate for industrial usage, except where failure to perform any such failure to comply (together with any resulting penalties, fines or forfeitures) Remedial Action would not reasonably be expected to have result in a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best . (ii) Promptly upon obtaining knowledge of the Borroweroccurrence thereof, threatened wherein an unfavorable decision, ruling or finding the Borrower shall deliver to the Agent written notice describing in reasonable detail (A) any Release that would reasonably be expected to have require a Remedial Action or give rise to Environmental Liability, in each case that would reasonably be expected to result in a Material Adverse Effect. There are no facts, circumstances(B) any Remedial Action by any Loan Party, conditions its Restricted Subsidiaries or occurrences on any Real Property now other Person in response to the presence or Release of Hazardous Materials that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would be reasonably expected to result in a Material Adverse Effect, (C) any claim, demand, suit or proceeding (including any request for information by a Governmental Authority) that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect, (D) any Loan Party or its Restricted Subsidiaries’ discovery of any occurrence or condition at any time owned, leased or operated by the Borrower or any of its Subsidiaries owned or leased Real Estate, or on any Property adjacent to any such adjoining Real PropertyEstate, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could would reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) expected to cause such owned or leased Real Property Estate or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof or transferability any lien in favor of such Real Property any Governmental Authority to secure the satisfaction of any liability under any Environmental LawLaws that, except in each such case, such would reasonably be expected to result in a Material Adverse Effect, (E) any proposed acquisition of equity interests, assets or property by any Loan Party or any of its Restricted Subsidiaries that would reasonably be expected to expose any Loan Party or any of its Restricted Subsidiaries to, or result in, Environmental Claims or restrictions Liability that would reasonably be expected to have, individually or in the aggregate aggregate, a Material Adverse Effect and (F) any proposed action to be taken by any Loan Party or any of its Restricted Subsidiaries to modify current operations in a manner that would not reasonably be expected to have subject any Loan Party or any of its Restricted Subsidiaries to additional obligations or requirements under Environmental Laws that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental Matters. The Borrower Company and each of its the Company Subsidiaries is are in compliance with all Environmental Laws governing its business(as hereinafter defined), except to for any noncompliance that, either singly or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would not reasonably be expected to have a Company Material Adverse Effect. All licensesAs used in this Agreement, permits"Environmental Laws" shall mean all federal, registrations state, local and foreign laws, rules, regulations, ordinances and orders that purport to regulate the release of hazardous substances or approvals required for other materials into the conduct environment, or impose limitations, requirements or obligations relating to environmental protection. As used in this Agreement, "Hazardous Materials" means any "hazardous waste" as defined in either the United States Resource Conservation and Recovery Act or regulations adopted pursuant to said act, any "hazardous substance" or "pollutant or contaminant" as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act and, to the extent not included in the foregoing, any medical waste, petroleum or oil or fractions thereof. There is no administrative or judicial enforcement or cost recovery proceeding pending, or to the best knowledge of the business of Company threatened, against the Borrower and each of its Subsidiaries Company or any Company Subsidiary under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse EffectLaw. Neither the Borrower Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Company Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the BorrowerCompany, threatened wherein an unfavorable decisionany legal predecessor of the Company or any Company Subsidiary, ruling has received any written notice that it is potentially responsible under any Environmental Law for any costs of response or finding would reasonably be expected for damages to have a Material Adverse Effect. There natural resources, as those terms are no factsdefined under the Environmental Laws, circumstancesat any location and neither the Company nor any Company Subsidiary has transported or disposed of, conditions or occurrences allowed or arranged for any third party to transport or dispose of, any waste containing Hazardous Materials at any location included on the National Priorities List, as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, or any Real Property now location proposed for inclusion on that list or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or location on any Property adjacent to analogous state list. Except for any such Real Propertyrelease that, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that either individually or in the aggregate aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there has been no release on the real property owned or leased by the Company or any Company Subsidiary, or, to the Company's knowledge, on the real property owned or leased by any predecessor entity, which real property currently is owned or leased by the Company or any Company Subsidiary, of Hazardous Materials, or, with respect to any real property located outside of the United States, any hazardous or toxic material or substance regulated under any foreign Environmental Law, in a manner that could result in an order to perform a response action or in material liability under the Environmental Laws and, except as set forth in Section 5.14 of the Company Disclosure Schedule, there is no hazardous waste treatment, storage or disposal facility, underground storage tank, landfill, surface impoundment, underground injection well, or, to the Company's knowledge, friable asbestos or PCB's, as those terms are defined under the Environmental Laws, located at any of the real property owned or leased by the Company or any Company Subsidiary or, to the Company's knowledge, any predecessor entity, or at any facilities utilized by the Company or the Company Subsidiaries. The Company has disclosed and made available to MergerCo all studies, analyses and test results in the possession, custody or control of the Company or any Company Subsidiary relating to the environmental conditions on or under any of the properties or assets owned, leased or operated by the Company or any Company Subsidiary. Except as set forth in Section 5.14 of the Company Disclosure Schedule, the Company and the Company Subsidiaries hold all permits, licenses or authorizations required under applicable Environmental Laws ("Environmental Permits" ) or have submitted on a timely basis complete applications for the renewal of any Environmental Permit which has expired but has not yet been renewed.

Environmental Matters. The Borrower (a) Except as set forth on Schedule 2-A to this Exhibit, the Mortgaged Properties securing the Mortgage Loans were the subject of an Environmental Site Assessment within 12 months prior to the Cut-off Date, prepared to ASTM E 1527-05 standards, or an update of a previous such report, was performed with respect to each Mortgaged Property in connection with the origination or the sale of the related Mortgage Loan, a report of each such assessment (or the most recent assessment with respect to each Mortgaged Property) (an “Environmental Report”) has been delivered to, or on behalf of, Purchaser, and each to the Seller’s knowledge there is no Recognized Environmental Condition as defined by the ASTM E 1527-05 standard affecting any Mortgaged Property that was not disclosed in such Environmental Report. Where such Environmental Report disclosed the existence of a Recognized Environmental Condition affecting any Mortgaged Property, (i) a financially viable party not affiliated with the related Mortgagor was identified as the responsible party for such condition or circumstance, or (ii) a further environmental investigation and/or remediation of such condition was conducted, and based upon such investigation and/or remediation, a reputable environmental consultant or, as applicable, a governmental authority with jurisdiction, recommended that no further investigation or remediation was reasonably necessary, or (iii) an Environmental Insurance Policy covering such condition was in effect or obtained and thereafter maintained until the condition was remediated or (iv) the related Mortgagor was required either to provide additional security or a reserve in an amount deemed to be reasonably sufficient by the originator in light of the circumstances and/or to establish an operations and maintenance plan that would reasonably be expected to mitigate any material risk arising from or relating to such condition. (b) Each Mortgage Loan set forth on Schedule 2-B to this Exhibit (each, a “Schedule 2-B Loan”) is the subject of a pollution legal liability policy issued by a carrier having a claims-paying or financial strength rating as specified in paragraph 28 below, naming the Seller and its Subsidiaries successors and/or assigns as an additional named insured or the Seller and its successors and/or its assigns are named as an additional insured and there is a “mortgagee” endorsement by which the mortgagee automatically becomes the named insured in the event of a foreclosure (an “Environmental Insurance Policy”). Except as set forth on Schedule 2-A to this Exhibit, (i) the Environmental Insurance Policy is in full force and effect, (ii)(a) a property condition or engineering report was prepared with respect to asbestos containing materials (“ACM”) at each related Mortgaged Property and to lead based paint (“LBP”), and radon gas (“RG”) at each Mortgaged Property that is used as a multifamily dwelling, and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security, or establish with the lender a reserve from loan proceeds, in an amount deemed to be reasonably sufficient by the Seller for the remediation of the condition or circumstance and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that would reasonably be expected to mitigate any material risk arising from or relating to such condition or circumstance, (iii) on the effective date of each Environmental Insurance Policy, any material and adverse environmental condition or circumstance affecting the related Mortgaged Property (other than the existence of LBP, ACM or RG) was disclosed to the insurer in one or more of the following: (a) the application for insurance, (b) a borrower questionnaire or (c) an engineering or other report and (iv) the premium of any Environmental Insurance Policy has been pre-paid through the end of the policy’s term. Each Environmental Insurance Policy covering a Mortgaged Property identified on Schedule 2-B to this Exhibit (1) has a term that is coterminous with, or renewable until, the Maturity Date (or, in the case of an ARD Loan, the Anticipated Repayment Date) of the related Mortgage Loan and, if renewable rather than coterminous with the Maturity Date, the related mortgagor is obligated to renew the applicable policy such that the term is coterminous with the Maturity Date (or Anticipated Repayment Date, as applicable), (2) provides for a deductible in an amount reasonably acceptable to the Seller, (3) has per claim and aggregate limits of liability in amounts reasonably acceptable to the Seller and (4) contains clauses providing that the policy is non-terminable or cancellable, and may not be terminated or cancelled, without thirty (30) days prior written notice to the mortgagee. (c) With respect to the Mortgaged Properties securing the Mortgage Loans that were not the subject of an Environmental Site Assessment prepared to ASTM E 1527-05 standards within 12 months prior to the Cut-off Date, (i) Seller has no knowledge of the presence of any Hazardous Material or other Recognized Environmental Condition on such Mortgaged Property such that (1) the value of such Mortgaged Property is or could reasonably be expected to be materially and adversely affected or (2) (a) any such Hazardous Material or other Recognized Environmental Condition could be required to be investigated and/or remediated at a cost materially and adversely affecting the value of the Mortgaged Property or (b) the presence of such Hazardous Material or other Recognized Environmental Condition could (upon action by the appropriate governmental authorities) subject the owner of such Mortgaged Property, or the holders of a security interest therein, to liability for the cost of investigating and/or remediating such Hazardous Material or other Recognized Environmental Condition or the hazard created thereby at a cost materially and adversely affecting the value of the Mortgaged Property, and (ii) such Mortgaged Property is in material compliance with all Environmental Laws governing its businessapplicable federal, except state and local laws pertaining to the extent that Hazardous Materials, and any noncompliance with such failure to comply (together with any resulting penalties, fines or forfeitures) would laws does not and could not reasonably be expected to have a Material Adverse Effect. All licensesmaterial adverse effect on the value of such Mortgaged Property and neither Seller nor, permitsto Seller’s knowledge, registrations the related Mortgagor or approvals required for any current tenant thereon, has received any notice of violation or potential violation of any such law. (d) The related Mortgage or other Mortgage Loan documents contain covenants on the conduct part of the business related Mortgagor requiring its compliance with any and all present and future federal, state and local environmental laws and regulations in connection with the related Mortgaged Property. In the related Mortgage or other Mortgage Loan documents, the related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller and its successors and assigns harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys’ fees and costs) imposed upon or incurred by or asserted against any such party arising from the breach of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithenvironmental representations, except for such licenses, permits, registrations warranties or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated covenants given by the Borrower or any of its Subsidiaries or on any Property adjacent to any related Mortgagor in connection with such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectMortgage Loan.

Environmental Matters. The Except as disclosed in Schedule 4.14: (a) the on-going operations of the Borrower and each of its Subsidiaries comply in all respects with all Environmental Laws except such non-compliance as has no reasonable likelihood of having a Material Adverse Effect; (b) the Borrower and each of its Subsidiaries have obtained all environmental, health and safety permits necessary or required for its operations, all such permits are in good standing, and the Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing material terms and conditions of such permits; (c) none of the Borrower, any of its business, except Subsidiaries or any of their present property or operations (or past property or operations) is subject to the extent that any such failure to comply (together outstanding written order from or agreement with any resulting penaltiesGovernmental Authority nor subject to any judicial or docketed administrative proceeding, fines respecting any Environmental Claim or forfeitures) would not reasonably be expected to have Hazardous Material which, in each case, has any reasonable likelihood of having a Material Adverse Effect. All licenses, permits, registrations ; (d) there are no conditions or approvals required for the conduct of the business circumstances associated with any property of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property formerly owned and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Propertyof their predecessors or with the former operations, that are known by including off-site disposal practices, of the Borrower or as its Subsidiaries or their predecessors which may give rise to Environmental Claims which in the aggregate have any reasonable likelihood of having a Material Adverse Effect; and (e) there are no conditions or circumstances which may give rise to any Environmental Claim arising from the operations of the Borrower or its Subsidiaries, including Environmental Claims associated with any such Subsidiary has received written noticeoperations of the Borrower or its Subsidiaries, that could reasonably be expected: which have any reasonable likelihood of having a Material Adverse Effect. In addition, (i) to form the basis of an Environmental Claim against neither the Borrower or nor any of its Subsidiaries has any underground storage tanks (A) that are not properly permitted under applicable Environmental Laws or any Real Property (B) that to the best of the Borrower Borrower's knowledge, are leaking or any dispose of its Subsidiaries; or Hazardous Materials off-site and (ii) to cause such Real Property to be subject to the Borrower and each of its Subsidiaries has notified all of its employees of the existence, if any, of any restrictions on health hazard arising from the ownership, occupancy, use or transferability conditions of such Real Property their employment and have met all notification requirements under any Title III of CERCLA and under OSHA and all other Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Matters. The Borrower Except as disclosed in the SEC Reports, all real property owned, leased or otherwise operated by the Company and each its subsidiaries is free of its Subsidiaries contamination from any substance, waste or material currently identified to be toxic or hazardous pursuant to, within the definition of a substance which is toxic or hazardous under, or which may result in compliance with all liability under, any Environmental Laws governing its businessLaw (as defined below), except to the extent that including, without limitation, any such failure to comply asbestos, polychlorinated biphenyls, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance (together with any resulting penalties, fines “Hazardous Substance”) which has caused or forfeitures) would not reasonably be expected to have cause or constitute a Material Adverse Effect. All licensesthreat to human health or safety, permits, registrations or approvals required for the conduct an environmental hazard in violation of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not result in any environmental liabilities that would be reasonably likely to have a Material Adverse Effect. Neither the Borrower Company nor any of its Subsidiaries subsidiaries has received written noticecaused or suffered to occur any release, spill, migration, leakage, discharge, disposal, uncontrolled loss, seepage, or otherwise knows, filtration of Hazardous Substances that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to result in environmental liabilities that would be reasonably likely to have a Material Adverse Effect. There are no factsThe Company and each subsidiary has generated, circumstancestreated, conditions or occurrences on stored and disposed of any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Hazardous Substances in compliance with applicable Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental LawLaws, except in each for such case, such Environmental Claims or restrictions non-compliances that individually or in the aggregate would not be reasonably be expected likely to have a Material Adverse Effect. The Company and each subsidiary has obtained, or has applied for, and is in compliance with and in good standing under all permits required under Environmental Laws (except for such failures that would not be reasonably likely to have a Material Adverse Effect) and neither the Company nor any of its subsidiaries has any knowledge of any proceedings to substantially modify or to revoke any such permit. There are no investigations, proceedings or litigation pending or, to the Company’s knowledge, threatened against the Company, any of its subsidiaries or any of the Company’s or its subsidiaries’ facilities relating to Environmental Laws or Hazardous Substances. “Environmental Laws” shall mean all federal, national, state, regional and local laws, statutes, ordinances and regulations, in each case as amended or supplemented from time to time, and any judicial or administrative interpretation thereof, including orders, consent decrees or judgments relating to the regulation and protection of human health, safety, the environment and natural resources.

Environmental Matters. The Borrower (a) Except for those matters that, individually or in the aggregate, have not had and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a an REB Material Adverse Effect. All licenses: (i) with respect to the Real Estate Business only, permitsWeyerhaeuser and the Weyerhaeuser Subsidiaries are, registrations and have been since January 1, 2009, in compliance with all Environmental Laws; (ii) since January 1, 2009, neither Weyerhaeuser nor any Weyerhaeuser Subsidiary has received any written notice that alleges that the Real Estate Business is in violation of, or approvals required has liability under, any Environmental Law, which alleged violation or liability has not been materially resolved as of the date hereof; (iii) Weyerhaeuser and the Weyerhaeuser Subsidiaries have obtained and are in compliance with all Environmental Permits necessary for the conduct operation of the business of the Borrower Real Estate Business as currently conducted, all such Environmental Permits are valid and each of its Subsidiaries under any Environmental Law have been secured in good standing and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower neither Weyerhaeuser nor any Weyerhaeuser Subsidiary has been advised by any Governmental Entity of its Subsidiaries has received written notice, any actual or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, potential change in the aggregate, have a Material Adverse Effect. There status or terms and conditions of any such Environmental Permit; (iv) there are no Environmental Claims pending or, to the best knowledge of the BorrowerWeyerhaeuser, threatened wherein an unfavorable decisionthat have been asserted against or affecting Weyerhaeuser or any Weyerhaeuser Subsidiary relating to the Real Estate Business; (v) to the knowledge of Weyerhaeuser, ruling there have been no Releases of any Hazardous Material that have formed the basis of any Environmental Claim relating to the Real Estate Business pending against Weyerhaeuser or finding any Weyerhaeuser Subsidiary or against any Person whose liabilities for such Environmental Claims relating to the Real Estate Business Weyerhaeuser or any Weyerhaeuser Subsidiary has retained or assumed, either contractually or by operation of Law; and (vi) to the knowledge of Weyerhaeuser, neither Weyerhaeuser nor any Weyerhaeuser Subsidiary has retained or assumed, either contractually or by operation of Law, any Liabilities that have had or would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an any Environmental Claim or Environmental Liability relating to the Real Estate Business against the Borrower Weyerhaeuser or any Weyerhaeuser Subsidiary. (b) This Section 7.13 contains the sole and exclusive representations and warranties of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) Weyerhaeuser and WRECO with respect to cause such Real Property to be subject to any restrictions on the ownershipenvironmental matters, occupancyincluding Environmental Laws, use or transferability of such Real Property under any Environmental Law, except in each such case, such Liabilities and Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectClaims.

Environmental Matters. (a) The Borrower operations and properties of each of its Subsidiaries is in compliance with all Environmental Laws governing its businessWarnaco Entity comply, except to the extent non-compliance would not have a Material Adverse Effect, with all applicable Environmental Laws and Environmental Permits, all material past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, and no circumstances exist that would be reasonably likely to (A) form the basis of an Environmental Action against any Warnaco Entity or any of their properties that could be reasonably expected to have a Material Adverse Effect or (B) cause any such failure property to comply be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law. (together b) None of the properties currently or formerly owned or operated by any Warnaco Entity is, to the knowledge of Group or the Borrower with respect to formerly owned or operated properties, listed or proposed for listing on the NPL or on the CERCLIS or any resulting penaltiesanalogous foreign, fines state or forfeitures) local list or is adjacent to any such property, except where such listing would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower ; there are no and each of its Subsidiaries under any Environmental Law never have been secured and the Borrower and each of its Subsidiaries is any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in substantial compliance therewithwhich Contaminants are being or have been treated, except for such licenses, permits, registrations stored or approvals the failure to secure disposed on any property currently owned or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor operated by any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending Warnaco Entity or, to the best knowledge of the Borrowerits knowledge, threatened wherein an unfavorable decision, ruling on any property formerly owned or finding would operated by any Warnaco Entity that in any case could reasonably be expected to have a Material Adverse Effect. There are ; there is no facts, circumstances, conditions asbestos or occurrences asbestos-containing material on any Real Property now or at any time owned, leased property currently owned or operated by the Borrower or any of its Subsidiaries or on Warnaco Entity that in any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that case could reasonably be expected: (i) expected to form have a Material Adverse Effect; and Contaminants have not been released, discharged or disposed of on any property currently or, to the basis best knowledge of an Environmental Claim against Group and the Borrower Borrower, formerly owned or operated by any of its Subsidiaries or Warnaco Entity that in any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not case could reasonably be expected to have a Material Adverse Effect. (c) No Warnaco Entity is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Contaminants at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that in any case could reasonably be expected to have a Material Adverse Effect; and all Contaminants generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Warnaco Entity have been disposed of in a manner not reasonably expected to result in material liability to any Warnaco Entity.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority. (d) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority. (d) If the Borrower fails to timely take or cause to be taken, or to diligently and expeditiously proceed to complete, or cause to be completed, in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower or its Subsidiaries is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

Environmental Matters. (a) Each Borrower and each of its Subsidiaries conducts in the ordinary course of business a review of the effect of existing and proposed Environmental Laws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as a result thereof, the Borrowers have reasonably concluded that, except as specifically disclosed in Schedule 5.12, any such Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Prior to contributing the applicable Contributed Assets, the Contributing Affiliates conducted in the ordinary course of business a review of the effect of existing and proposed Environmental Laws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as a result thereof, the Borrowers have concluded that, except as specifically disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The General Partner, each Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines the noncompliances individually or forfeitures) would in the aggregate could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations Except as set forth on Schedule 5.12 or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is as could not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the General Partner, any Borrower, any Subsidiary or any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. There Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any Real Property now or at any time ownedreal property, leased including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary that, to the knowledge of its Subsidiaries or on any Property adjacent to any such Real Propertythe General Partner, that are known by the each Borrower or as to which the Borrower or any such Subsidiary has received written noticeand each Subsidiary, that after due inquiry, could reasonably be expected: expected (i) to form the basis of an Environmental Claim against the Borrower General Partner, any Borrower, any Subsidiary or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; such real property, or (ii) to cause any such Real Property real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property real property by the General Partner, any Borrower or any Subsidiary under any applicable Environmental Law, except in each such case, such Environmental Claims . Except as set forth on Schedule 5.12 or restrictions that individually or in the aggregate would as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of the General Partner, each Borrower and each Subsidiary, Hazardous Materials have not been Released on or from any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. (c) Except for matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, none of the Properties currently owned or operated by the General Partner, any Borrower or any Subsidiary is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list. (d) Prior to contributing the applicable Contributed Assets, and with respect to the Contributed Assets only, the Contributing Affiliates were in compliance with all applicable Environmental Laws and were not subject to any pending or threatened Environmental Claim relating to Environmental Laws or Hazardous Materials, except as set forth on Schedule 5.12 or to the extent that the noncompliances, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Prior to contributing the applicable Contributed Assets, and with respect to the Contributed Assets only, neither any Contributing Affiliate nor any of its Subsidiaries had undertaken, and had not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual, threatened, or suspected Release of Hazardous Materials at any real property, including leaseholds and easements, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect either individually or in the aggregate; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any Property owned or operated at or prior to the time of the contribution of the applicable Contributed Assets by any Contributing Affiliate or any of its Subsidiaries were disposed of in a manner not reasonably expected to result in any Environmental Claim against any Contributing Affiliate or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate. (e) Except for matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) each Borrower and each Subsidiary (A) has obtained all Environmental Permits necessary for the ownership and operation of its real properties and the conduct of its Business, which are in full force and effect; (B) has been and are in compliance with all terms and conditions of such Environmental Permits; and (C) has not received written notice of any violation or alleged violation of any Environmental Permit, and (ii) prior to contributing the applicable Contributed Assets, each of the Contributing Affiliates (A) had obtained all Environmental Permits necessary for the ownership and operation of the Contributed Assets, which were in full force and effect at such time; (B) were in compliance with all terms and conditions of such Environmental Permits; and (C) had not received written notice of any violation or alleged violation of any Environmental Permit.

Environmental Matters. (a) The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower Except as disclosed in the Filed CDnow SEC Documents or set forth on the CDnow Disclosure Letter, and each of its Subsidiaries is except as would not, individually and in compliance with all Environmental Laws governing its businessthe aggregate, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a CDnow Material Adverse Effect. Neither , (i) CDnow and each of the Borrower CDnow Subsidiaries are in compliance with all applicable Environmental Laws, (ii) CDnow and each of the CDnow Subsidiaries have all permits, authorizations, licenses, consents and approvals required under applicable Environmental Laws and are in compliance with their respective requirements, (iii) there are no pending, or to the knowledge of CDnow, threatened, claims, proceedings or investigations against CDnow or any CDnow Subsidiary alleging a violation of Environmental Law, (iv) neither CDnow nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such CDnow Subsidiary has received written notice, notice alleging that could reasonably be expected: CDnow or any CDnow Subsidiary is potentially liable for the costs of investigating or remediating Hazardous Substances at any property; (iv) to form the basis knowledge of an Environmental Claim against CDnow and each of the Borrower CDnow Subsidiaries, there have been no Releases of Hazardous Substances in, on, under or at any properties currently owned or leased by CDnow or any of its Subsidiaries or any Real Property the CDnow Subsidiaries; (vi) to the knowledge of CDnow and each of the Borrower CDnow Subsidiaries, there are no underground storage tanks at any properties currently owned or leased by CDnow or any of its the CDnow Subsidiaries; or and (iivii) to cause such Real Property the knowledge of CDnow and the CDnow Subsidiaries, CDnow and the CDnow Subsidiaries have made available for review by Time Warner and Sony all material environmental reports, studies and related correspondence, as of the date hereof, relating to be subject properties currently owned or leased by CDnow or any of the CDnow Subsidiaries. For purposes of this Agreement, the term "Environmental Laws" shall mean any applicable foreign, Federal, state or local statutes, laws, regulations, ordinances, rules or codes in effect as of the Closing Date relating to protection of the environment or human health, or to the use, management or disposal of Hazardous Substances. For purposes of this Agreement, the term "Hazardous Substances" shall mean any restrictions on explosive or radioactive substances or materials, any toxic or hazardous substances or materials, including asbestos or asbestoscontaining materials, polychlorinated biphenyls, petroleum and petroleum products, and any other substances or materials defined as, or included in the ownershipdefinition of, occupancy"hazardous substances", use "hazardous wastes", "hazardous materials" or transferability of such Real Property "toxic substances" under any Environmental Law. For purposes of this Agreement, except in each such casethe term "Release" shall mean any spilling, such Environmental Claims leaking, pumping, pouring, discharging, emitting, emptying, leaching, injecting, dumping or restrictions that individually or in disposing into the aggregate would not reasonably be expected to have a Material Adverse Effectenvironment.

Environmental Matters. The Borrower and each of its Subsidiaries is Except as set forth in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct Section 3.11 of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured DOCP Disclosure Schedule: (a) DOCP and the Borrower DOCP Subsidiaries have not, and, to DOCP's knowledge, no other person has, Released, placed, stored, buried or dumped any material quantities of Hazardous Substances on, beneath or adjacent to each property owned, operated or leased by DOCP and each of its the DOCP Subsidiaries is in substantial compliance therewith(the "Property"), except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of DOCP, any property formerly owned, operated or leased by DOCP or the BorrowerDOCP Subsidiaries, threatened wherein an unfavorable decision, ruling or finding except for the presence of such Hazardous Substances as would reasonably be expected to not have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a DOCP Material Adverse Effect. (b) Neither DOCP nor any DOCP Subsidiary has entered into any agreement that requires them to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any person for or against any liabilities or costs in connection with any pending or threatened suit, action, notice, proceeding or investigation relating to alleged noncompliance with, or liability under, Environmental Laws. (c) Neither DOCP nor any DOCP Subsidiary has received any written notice or written order from any Governmental Entity or private entity advising them that they are responsible for or potentially responsible for Cleanup, or paying for the cost of Cleanup, of any Hazardous Substances on or adjacent to the Property or at any location containing Hazardous Substances generated, treated, transported or stored by DOCP or the DOCP Subsidiaries or on behalf of DOCP or the DOCP Subsidiaries, and neither DOCP nor any DOCP Subsidiary has entered into any agreements concerning such Cleanup, nor is DOCP aware of any material facts which DOCP has reasonable grounds to believe will give rise to such notice, order or agreement. (d) As used in this Agreement: "Cleanup" shall mean all actions required to (i) cleanup, remove, treat or remediate Hazardous Substances in the indoor or outdoor environment, (ii) prevent the Release of Hazardous Substances so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations and post-remedial monitoring and care, (iv) respond to any government requests for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Substances in the indoor or outdoor environment or (v) any administrative, judicial, or other proceedings related to the above; "Environmental Laws" shall mean all applicable United States federal, state and local, and foreign laws, regulations, rules and ordinances relating to pollution or protection of the environment or human health and safety, including laws relating to Releases or threatened Releases of Hazardous Substances into the indoor or outdoor environment (including ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Substances, and all laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources; "Hazardous Substance" shall mean:

Environmental Matters. The Borrower (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Synacor or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Synacor or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and each the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Synacor or any of its Subsidiaries or as a consequence of the acts of Synacor, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, Synacor and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, the Hazardous Materials Activities of Synacor and its Subsidiaries prior to the Closing have not resulted in the exposure of any Person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such Person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect, Synacor and its Subsidiaries have complied in all material respects with all covenants and conditions of any Synacor Permit relating to Environmental Laws which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Synacor Permit relating to Environmental Laws to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of Synacor, threatened, concerning or relating to any Synacor Permit relating to Environmental Laws or any Hazardous Materials Activity of Synacor or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Synacor Material Adverse Effect. (e) Neither Synacor nor any of its Subsidiaries is aware of any fact or circumstance that could result in compliance with all any Liability under an Environmental Laws governing its business, except Law which would reasonably be expected to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) have a Synacor Material Adverse Effect. Except as would not reasonably be expected to have a Synacor Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower neither Synacor nor any Subsidiary has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time Environmental Laws or the giving Hazardous Materials Activities of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Synacor or any of its Subsidiaries; . (f) Synacor and the Subsidiaries have delivered to Qumu or (ii) made available for inspection by Qumu and its agents, representatives and employees all material environmental site assessments and environmental audits in Synacor’s possession or control. Synacor and its Subsidiaries have complied in all material respects with all environmental disclosure obligations imposed by applicable law with respect to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectthis transaction.

Environmental Matters. The Borrower Except as disclosed in Section 2.16 of the Magellan Disclosure Schedule, (i) Magellan and each of its Subsidiaries is assets, real properties and operations are in compliance in all material respects with all Applicable Law pertaining to the environment, Hazardous Substances or Hazardous Wastes (“Applicable Environmental Laws”), including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), and the Resource Conservation and Recovery Act of 1976, as amended (“RCRA”); (ii) Poplar has obtained all material environmental Permits required under Applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of operate the business of Poplar as currently operated; (iii) neither Magellan nor Poplar has received any written notice of any investigation or inquiry regarding the Borrower and each of its Subsidiaries Poplar Properties from any Governmental Authority under any Applicable Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There (iv) there are no Environmental Claims Proceedings, orders, decrees, writs, injunctions or judgments pending or in effect, or, to the best knowledge Knowledge of the BorrowerMagellan, threatened wherein an unfavorable decisionby a Governmental Authority or other third party against Poplar that allege a violation of or liability under any Applicable Environmental Law that remain pending or unresolved and, ruling to the Knowledge of Magellan, there are no existing facts or finding circumstances that would reasonably be expected to have give rise to any such Proceedings, orders, decrees, writs, injunctions or judgments that would reasonably be expected to result in a Material Adverse EffectEffect on Poplar or Utah CO2. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or Except as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property disclosed in Section 2.16 of the Borrower or Magellan Disclosure Schedule, to the Knowledge of Magellan, the Poplar Properties have not been used for Disposal of any of its Subsidiaries; or (ii) to cause Hazardous Substance such Real Property to that such property would be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property material remedial obligations under any Applicable Environmental LawLaws, except and to the Knowledge of Magellan, no condition otherwise exists on any of the Poplar Properties such that such property would be subject to any material remedial obligations under any Applicable Environmental Laws. The term “Hazardous Substance” as used herein shall have the meaning specified in each such caseCERCLA, such Environmental Claims or restrictions that individually or and the terms “Hazardous Waste” and “Disposal” shall have the meanings specified in the aggregate would not reasonably be expected to have a Material Adverse EffectRCRA.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party, or Property Subsidiary or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority. (d) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent.

Environmental Matters. The Borrower Except as set forth on the Columbia House Entities Disclosure Letter, and except as would not, individually and in the aggregate, be reasonably likely to have a Columbia House Entities Material Adverse Effect, (i) each of the Columbia House Entities and each of its the Columbia House Subsidiaries is in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeituresii) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct each of the business of the Borrower Columbia House Entities and each of its the Columbia House Subsidiaries has all permits, authorizations, licenses, consents and approvals required under any applicable Environmental Law have been secured Laws and the Borrower and each of its Subsidiaries is in substantial compliance therewithwith their respective requirements, except for such licenses(iii) there are no pending, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor knowledge of Time Warner and Sony, threatened, claims, proceedings or investigations against any of its the Columbia House Entities or any of the Columbia House Subsidiaries alleging a violation of Environmental Law, (iv) none of the Columbia House Entities or Columbia House Subsidiaries has received written notice, notice alleging that such Columbia House Entity or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Columbia House Subsidiary is a party potentially liable for the costs of investigating or that would affect the ability of the Borrower or such Subsidiary to operate remediating Hazardous Substances at any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, property; (v) to the best knowledge of the BorrowerTime Warner and Sony, threatened wherein an unfavorable decisionthere have been no Releases of Hazardous Substances in, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no factson, circumstances, conditions or occurrences on any Real Property now under or at any time owned, properties currently owned or leased or operated by the Borrower or any of its Subsidiaries the Columbia House Entities or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: Columbia House Subsidiaries; (ivi) to form the basis knowledge of an Environmental Claim against the Borrower Time Warner and Sony, there are no underground storage tanks at any properties currently owned or leased by any of its the Columbia House Entities or Columbia House Subsidiaries; and (vii) to the knowledge of Time Warner and Sony, the Columbia House Entities and Columbia House Subsidiaries or any Real Property have made available for review by CDnow and the CDnow Subsidiaries all material environmental reports, studies and related correspondence, as of the Borrower date hereof, relating to properties currently owned or leased by any of its the Columbia House Entities or Columbia House Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its businessand the requirements of any permits issued under such Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Borrower and its Subsidiaries, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Subsidiaries or any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries, except such claims as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any Real Property now or at any time ownedreal property, leased including leaseholds, owned or operated by the Borrower or any of its Subsidiaries or on any Property adjacent that, to any such Real Property, that are known by the knowledge of the Borrower or as to which the Borrower or any such Subsidiary has received written noticeand its Subsidiaries, that could reasonably be expected: expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; such real property, or (ii) to cause any such Real Property real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property real property by the Borrower or any of its Subsidiaries under any applicable Environmental Law. To the knowledge of the Borrower, except in each Hazardous Materials have not been Released on or from any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries where such caseRelease, such Environmental Claims individually, or restrictions that individually or when combined with other Releases, in the aggregate would not aggregate, may reasonably be expected to have a Material Adverse Effect.

Environmental Matters. Except as set forth on Section 4.11 of the CCBCC Disclosure Schedule: (a) The Borrower CCBCC Parties are, and each of its Subsidiaries is have been for the past three (3) years, operating the CCBCC Business and the CCBCC Transferred Assets in compliance in all material respects with all applicable Environmental Laws governing its business, except to and Environmental Permits. No CCBCC Party has received any written notice during the extent past three (3) years from any Governmental Authority alleging that such CCBCC Party is not in compliance in any such failure to comply (together material respect with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of or Environmental Permit in connection with its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability operation of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time CCBCC Business or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. CCBCC Transferred Assets. (b) There are no Environmental Claims pending or, to the best knowledge Knowledge of the BorrowerCCBCC Parties, threatened wherein an unfavorable decisionActions against any of the CCBCC Parties alleging or asserting any material violation of Environmental Law or any liability to investigate or remediate Hazardous Substances associated with the CCBCC Business or the CCBCC Transferred Assets. During the past three (3) years, ruling there have been no Actions instituted or, to the Knowledge of the CCBCC Parties, threatened in writing against any of the CCBCC Parties alleging or finding asserting any material violation of Environmental Law or any liability to investigate or remediate Hazardous Substances associated with the CCBCC Business or the CCBCC Transferred Assets. (c) The CCBCC Parties hold all material Environmental Permits that are required for the operation of the CCBCC Transferred Assets or the CCBCC Business. None of the CCBCC Parties is in default under or violation of any of the Environmental Permits in any material respect and, to the Knowledge of the CCBCC Parties, there are no facts, conditions or circumstances that would reasonably be expected to have result in the suspension of, or prevent the renewal of, any such Environmental Permits. (d) No CCBCC Party, nor to the Knowledge of the CCBCC Parties, any other Person, has caused any Release of a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on Hazardous Substance at any of the CCBCC Real Property now in excess of a reportable quantity or at any time ownedwhich requires remediation, leased or operated by which Release remains unresolved. (e) None of the Borrower or any of its Subsidiaries or on any CCBCC Real Property adjacent is subject to any such Real Property, that are known by the Borrower or as to which the Borrower or Lien in favor of any such Subsidiary has received written notice, that could reasonably be expected: Governmental Authority for (i) to form the basis of an material liability under any Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; Laws or (ii) material costs incurred by a Governmental Authority in response to cause such a Release or threatened Release of a Hazardous Substance. (f) To the Knowledge of the CCBCC Parties, none of the CCBCC Real Property contains, and no CCBCC Party, nor, to be subject to the Knowledge of the CCBCC Parties, any restrictions on other Person, has operated any (i) above-ground or underground storage tanks or (ii) landfills, surface impoundments or disposal areas at any of the ownershipCCBCC Real Property. To the Knowledge of the CCBCC Parties, occupancy, use or transferability none of such the CCBCC Real Property under contains any Environmental Law(x) asbestos-containing material in any friable and damaged form or condition or (y) materials or equipment containing polychlorinated biphenyls. (g) Notwithstanding anything in this Agreement to the contrary, except the only representations and warranties of the CCBCC Parties in each such case, such Environmental Claims or restrictions that individually or this Agreement concerning environmental and human health and safety matters are set forth in the aggregate would not reasonably be expected to have a Material Adverse Effectthis Section 4.11.

Environmental Matters. The Borrower (a) SJW and each of its Subsidiaries SJW Subsidiary is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) as would not reasonably be expected to have have, individually or in the aggregate, a SJW Material Adverse Effect. All licenses; and neither SJW nor any SJW Subsidiary has received any written or, permitsto the Knowledge of SJW, registrations oral notice alleging that SJW or approvals any SJW Subsidiary is in material violation of, or has any material liability under, any Environmental Law. (b) SJW and each SJW Subsidiary possesses and is in material compliance with all material Permits required under Environmental Laws (“Environmental Permits”) for the conduct of its respective operations as presently conducted and all such Environmental Permits are valid and in good standing. (c) To the business Knowledge of the Borrower and each of its Subsidiaries under SJW, there is no basis for any material Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithPermits to be amended, revoked, limited or otherwise conditioned, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toto have, individually or in the aggregate, have a SJW Material Adverse Effect. . (d) There are no material Environmental Claims pending or, to the best knowledge Knowledge of the BorrowerSJW, threatened wherein an unfavorable decisionagainst or affecting SJW or any SJW Subsidiary. (e) To the Knowledge of SJW, ruling there has been no Release of or finding exposure to any Materials of Environmental Concern or, to the Knowledge of SJW, other event, fact, incident, activity, circumstance or condition that would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an any Environmental Claim against the Borrower SJW or any of its Subsidiaries SJW Subsidiary or result in any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property liability under any Environmental LawLaws, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate case as would not reasonably be expected to have have, individually or in the aggregate, a SJW Material Adverse Effect. (f) Neither SJW nor any SJW Subsidiary has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably be expected to form the basis of any Environmental Claim against SJW or any SJW Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a SJW Material Adverse Effect. (g) SJW has provided or made available to CTWS all material environmental assessments, reports and studies prepared in the last three years that are in the possession of SJW and the SJW Subsidiaries regarding matters pertaining to the environmental condition of the business and properties of SJW and the SJW Subsidiaries, and their compliance (or noncompliance) with any Environmental Laws.

Environmental Matters. Except as disclosed in a written schedule attached to this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the future (collectively "Environmental Laws"). The term "Hazardous Substances" will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Borrower and each is not subject to any judgment, decree, order or citation, or a party to (or threatened with) any litigation or administrative proceeding, which asserts that the Borrower (i) has violated any Environmental Laws; (ii) is required to clean up, remove or take remedial or other action with respect to any Hazardous Substances (collectively "Remedial Action"); or (iii) is required to pay all or a portion of its Subsidiaries is the cost of any Remedial Action, as a potentially responsible party. Except as disclosed on the Borrower's environmental questionnaire provided to the Bank, there are not now, nor to the Borrower's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycled or disposed of on, under or at any real estate owned or occupied by the Borrower during the periods that the Borrower owned or occupied such real estate, which if present on the real estate or in compliance with all soils or ground water, could require Remedial Action. To the Borrower's knowledge, there are no proposed or pending changes in Environmental Laws governing which would adversely affect the Borrower or its business, except and there are no conditions existing currently or likely to exist while the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) Loan Documents are in effect which would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of subject the Borrower to Remedial Action or other liability. The Borrower currently complies with and each will continue to timely comply with all applicable Environmental Laws; and will provide the Bank, immediately upon receipt, copies of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithcorrespondence, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, complaint, order or otherwise knows, that it is in other document from any respect in noncompliance with, breach of source asserting or default under alleging any applicable writ, order, judgment, injunction, circumstance or decree to condition which the Borrower requires or such Subsidiary is may require a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated financial contribution by the Borrower or any of its Subsidiaries Remedial Action or other response by or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property part of the Borrower under Environmental Laws, or any which seeks damages or civil, criminal or punitive penalties from the Borrower for an alleged violation of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Matters. The Borrower Except as disclosed in the SEC Reports, all real property owned, leased or otherwise operated by the Company and each its subsidiaries is free of its Subsidiaries contamination from any substance, waste or material currently identified to be toxic or hazardous pursuant to, within the definition of a substance which is toxic or hazardous under, or which may result in compliance with all liability under, any Environmental Laws governing its businessLaw (as defined below), except to the extent that including, without limitation, any such failure to comply asbestos, polychlorinated biphenyls, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance (together with any resulting penalties, fines "HAZARDOUS SUBSTANCE") which has caused or forfeitures) would not reasonably be expected to have cause or constitute a Material Adverse Effect. All licensesthreat to human health or safety, permits, registrations or approvals required for the conduct an environmental hazard in violation of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not result in any environmental liabilities that would be reasonably likely to have a Material Adverse Effect. Neither the Borrower Company nor any of its Subsidiaries subsidiaries has received written noticecaused or suffered to occur any release, spill, migration, leakage, discharge, disposal, uncontrolled loss, seepage, or otherwise knows, filtration of Hazardous Substances that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to result in environmental liabilities that would be reasonably likely to have a Material Adverse Effect. There are no factsThe Company and each subsidiary has generated, circumstancestreated, conditions or occurrences on stored and disposed of any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Hazardous Substances in compliance with applicable Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental LawLaws, except in each for such case, such Environmental Claims or restrictions non-compliances that individually or in the aggregate would not be reasonably be expected likely to have a Material Adverse Effect. The Company and each subsidiary has obtained, or has applied for, and is in compliance with and in good standing under all permits required under Environmental Laws (except for such failures that would not be reasonably likely to have a Material Adverse Effect) and neither the Company nor any of its subsidiaries has any knowledge of any proceedings to substantially modify or to revoke any such permit. There are no investigations, proceedings or litigation pending or, to the Company's knowledge, threatened against the Company, any of its subsidiaries or any of the Company's or its subsidiaries' facilities relating to Environmental Laws or Hazardous Substances. "ENVIRONMENTAL LAWS" shall mean all federal, national, state, regional and local laws, statutes, ordinances and regulations, in each case as amended or supplemented from time to time, and any judicial or administrative interpretation thereof, including orders, consent decrees or judgments relating to the regulation and protection of human health, safety, the environment and natural resources.

Environmental Matters. The Borrower Except (i) as set forth in Schedule 3.14 of the Disclosure Schedule and each (ii) with respect to the Condensa Matter and the Stanford Industrial Park Matter: (a) Seller and Seller Subsidiaries hold all material permits, licenses and other authorizations which are required under applicable Environmental Laws (as defined in subsection (i)) relating to its Business as it is currently being conducted ("ENVIRONMENTAL PERMITS") and Seller and its subsidiaries are in compliance in all material respects with the terms and conditions of the Environmental Permits. All such Environmental Permits are valid and in full force and effect and no action is pending to revoke any Environmental Permit. To the extent required by applicable Environmental Laws, Seller and Seller Subsidiaries, with respect to the Business, have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary permits, licenses or authorizations in a timely fashion so as to allow Seller and its Subsidiaries is subsidiaries to continue to operate their businesses as they are currently being conducted in compliance with applicable Environmental Laws. Seller has no knowledge of any circumstance which could cause any Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (b) Seller and its subsidiaries have been and are in compliance in all material respects with applicable Environmental Laws governing its business, except with respect to the extent operation of the Business. (c) Seller has made available to Buyer or Buyer's agents or delivered to Buyer or Buyer's agents true and complete copies of all Phase 1 and Phase 2 environmental assessments that are in Seller or Seller's subsidiaries' possession that have been written in the last five years relating to the Leased Real Property or any other property or facility previously owned, operated or leased by Seller or its subsidiaries with respect to the Business (the "FORMER REAL PROPERTY"). Seller has listed, on Schedule 3.14(c) of the Disclosure Schedules, all of the permits, licenses, and other authorizations required by Environmental Laws that have been issued to Seller and Seller Subsidiaries with respect to the operation of the Business or the ownership, operation and use of the Real Property. (d) Seller and its subsidiaries have not received written notice of any civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter relating to the Seller, its subsidiaries, the Business, the Real Property or any other property or facility previously owned, operated or leased by Seller or its Subsidiaries with respect to the Business (the "FORMER REAL PROPERTY"), relating in any way to the Environmental Laws ("ENVIRONMENTAL CLAIMS") and to the knowledge of Seller and its subsidiaries, no such failure to comply Environmental Claim is threatened. (together with e) Seller and its subsidiaries are not aware of any resulting penalties, fines or forfeitures) would not facts which could result in any environmental liability which could reasonably be expected to have result in a Material Adverse Effect. All licensesEffect on the Business. (f) Seller and its subsidiaries have not, permits, registrations or approvals required for and to the conduct best of the business Seller's or its subsidiaries' knowledge, no other person has, Released, discharged, or otherwise disposed, of any Hazardous Substances (as defined in subsection (i)) on, beneath or adjacent to the Borrower and each of its Subsidiaries under any Environmental Law have been secured and Real Property or the Borrower and each of its Subsidiaries is in substantial compliance therewithformer real property, except for such licensesReleases of Hazardous Substances subject to a permit or authorization pursuant to applicable Environmental Law or for Releases, permits, registrations discharges or approvals the failure to secure or to comply therewith is disposals that are not reasonably likely to have result in a Material Adverse Effect. Neither the Borrower nor any of material claim against Seller, its Subsidiaries has received written noticesubsidiaries, Parent, or otherwise knows, that it is in any respect in noncompliance with, breach Buyer. (g) No employee of Seller or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, its subsidiaries in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, course of his or her employment with Seller or its subsidiaries with respect to the best knowledge Business has been exposed to any Hazardous Substances during the course of the Borrower, threatened wherein an unfavorable decision, ruling his or finding would her employment that could reasonably be expected to result in any material liability to Seller, its subsidiaries, Parent or Buyer. (h) With respect to the Business, Seller and Seller Subsidiaries have a Material Adverse Effect. There are no factsnot entered into any agreement that may require them to pay to, circumstancesreimburse, conditions guarantee, pledge, defend, indemnify or occurrences on hold harmless any Real Property now person from or at against any time ownedliabilities or costs arising out of or related to the generation, leased manufacture, use, transportation or operated by the Borrower disposal of Hazardous Substances, or any of its Subsidiaries otherwise arising in connection with or on any Property adjacent to any such Real Propertyunder Environmental Laws, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: excluding (1) credit agreements and (2) leases. (i) to form the basis For purposes of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.this Agreement:

Environmental Matters. Except as disclosed in a written schedule attached to this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Debtor of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the future (collectively "ENVIRONMENTAL LAWS"). The Borrower and each term "HAZARDOUS SUBSTANCES" shall mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of its Subsidiaries which is prohibited or governed by any Environmental Laws. The Debtor is not subject to any judgment, decree, order or citation, or a party to (or threatened with) any litigation or administrative proceeding, which asserts that the Debtor (i) has violated any Environmental Laws; (ii) is required to clean up, remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. There are not now, nor to the Debtor's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycled or disposed of on, under or at any real estate owned or occupied by the Debtor during the periods that the Debtor owned or occupied such real estate, which if present on the real estate or in compliance with all soils or ground water, could require Remedial Action. To the Debtor's knowledge, there are no proposed or pending changes in Environmental Laws governing which would adversely affect the Debtor or its business, except and there are no conditions existing currently or likely to exist while the extent that Loan Documents are in effect which would subject the Debtor to Remedial Action or other liability. The Debtor currently complies with and will continue to timely comply with all applicable Environmental Laws; and will provide the Bank, immediately upon receipt, copies of any such failure to comply (together with correspondence, notice, complaint, order or other document from any resulting penalties, fines source asserting or forfeitures) would not reasonably be expected to have alleging any circumstance or condition which requires or may require a Material Adverse Effect. All licenses, permits, registrations financial contribution by the Debtor or approvals required for Remedial Action or other response by or on the conduct part of the business of the Borrower and each of its Subsidiaries Debtor under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeLaws, or otherwise knowswhich seeks damages or civil, that it is in any respect in noncompliance with, breach criminal or punitive penalties from the Debtor for an alleged violation of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Matters. The Borrower (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Qumu or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Qumu or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and each the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Qumu or any of its Subsidiaries or as a consequence of the acts of Qumu, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, Qumu and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, the Hazardous Materials Activities of Qumu and its Subsidiaries prior to the Closing have not resulted in the exposure of any Person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such Person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect, Qumu and its Subsidiaries have complied in all material respects with all covenants and conditions of any Qumu Permit relating to Environmental Laws which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Qumu Permit relating to Environmental Laws to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of Qumu, threatened, concerning or relating to any Qumu Permit relating to Environmental Laws or any Hazardous Materials Activity of Qumu or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Qumu Material Adverse Effect. (e) Neither Qumu nor any of its Subsidiaries is aware of any fact or circumstance that could result in compliance with all any Liability under an Environmental Laws governing its business, except Law which would reasonably be expected to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) have a Qumu Material Adverse Effect. Except as would not reasonably be expected to have a Qumu Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower neither Qumu nor any Subsidiary has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time Environmental Laws or the giving Hazardous Materials Activities of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Qumu or any of its Subsidiaries; . (f) Qumu and the Subsidiaries have delivered to Synacor or (ii) made available for inspection by Synacor and its agents, representatives and employees all material environmental site assessments and environmental audits in Qumu’s possession or control. Qumu and its Subsidiaries have complied in all material respects with all environmental disclosure obligations imposed by applicable law with respect to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectthis transaction.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Majority Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Pool Property, or Real Property adjacent to such Pool Property, which would reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Majority Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Majority Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Majority Lenders that any Credit Party or Pool Property in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, shall take such Remedial Action or other action as required by Environmental Law or any Governmental Authority except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) If the Property Party fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Majority Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Property Party will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Pool Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Property Party or for which any Property Party is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Pool Property is located, then the Property Party will, within thirty (30) days from the date that the Property Party is first given notice that such Lien has been placed against the Pool Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Pool Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Pool Property.

Environmental Matters. (a) The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, business except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would is not reasonably be expected likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries Subsidiaries, as conducted as of the Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that which would affect the ability of the Borrower or such Subsidiary to operate any Real Property real property and no event has occurred and is continuing thatwhich, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected likely to, in the aggregate, have a Material Adverse Effect. There are as of the Closing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that which are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; , or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower (a) Except, individually or in the aggregate, as has not had and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesEffect on Parent and its Subsidiaries, permitstaken as a whole, registrations or approvals required for the conduct no amount of any Hazardous Materials is present as a result of the business actions of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Parent or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeSubsidiaries, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge Knowledge of Parent, as a result of any actions of any third party or otherwise, in, on or under any real property, including the Borrowerland and the improvements, threatened wherein an unfavorable decisionground water and surface water thereof, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower that Parent or any of its Subsidiaries currently owns, operates, occupies or on leases. Neither Parent nor any Property adjacent to Subsidiary thereof has any such Real Property, that are known by liabilities or obligations arising from the Borrower or as to which Release of any Hazardous Materials into the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental LawEnvironment, except in each for such caseliabilities or obligations, such Environmental Claims or restrictions that individually or in the aggregate aggregate, as have not had and would not reasonably be expected to have a Material Adverse EffectEffect on Parent and its Subsidiaries, taken as a whole. (b) Except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries are in compliance with and have at all times during the past five years complied with applicable Environmental Laws. (c) Parent and its Subsidiaries hold all Permits issued under or pursuant to Environmental Laws that are required for the operation of the business of Parent and its Subsidiaries as currently conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (“Parent Environmental Permits”). No suspension or cancellation of any of the Parent Environmental Permits is pending or, to the Knowledge of Parent, threatened. Parent and its Subsidiaries are in compliance in all material respects with the terms of the Parent Environmental Permits. (d) Except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, no civil or criminal litigation, action, order, written notice of violation or claim or, to the Knowledge of Parent, investigation, inquiry, information request or proceeding is pending or, to Parent’s Knowledge, threatened against Parent or any of its Subsidiaries arising out of Environmental Laws. (e) Except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, neither Parent nor any of its Subsidiaries has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of any Environmental Laws, whether from a Governmental Entity, citizens group, Parent Employee or other third party. (f) Parent and its Subsidiaries are in compliance in all material respects with the European Directive 2002/96/EC on waste electrical and electronic equipment or European Directive 2002/95/EC on the restriction of the use of certain hazardous substances in electrical and electronic equipment, and their respective implementing Legal Requirements. (g) Parent and its Subsidiaries have made available to Company all material environmental site assessments and audit reports prepared within the last five years and in their possession, custody or control relating to premises currently or previously owned or operated by Parent or any Subsidiary thereof. (h) Except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, neither Parent nor any of its Subsidiaries have any liability or obligation arising under any Environmental Law, whether arising under theories of contract, tort, negligence, successor or enterprise liability, strict liability, or other legal or equitable theory, including (i) any failure to comply with applicable Environmental Laws and (ii) any liabilities or obligations arising from the presence of, Release or threatened Release of, or exposure of persons or property to, Hazardous Materials. (i) Except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, no underground storage tanks are present in, on or under any real property, including the land and the improvements thereof, that Parent or any Subsidiary thereof has at any time owned, operated, occupied or leased.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower's expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority. (d) If the Borrower or any Credit Party fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower (or the subject Credit Party) will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against any Pool Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which the Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Pool Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Pool Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Pool Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Pool Property.

Environmental Matters. The Borrower is not in material violation of or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any applicable laws pertaining to health or the environment (hereinafter, sometimes collectively called “Applicable Environmental Laws”), including without limitation the Comprehensive Environmental Response, Compensation, and each Liability Act of its Subsidiaries 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended, hereinafter called “CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended, hereinafter called “RCRA”). Borrower has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Property by reason of any Applicable Environmental Laws, except as shall be obtained by Borrower in material accordance with all Applicable Environmental Laws. No hazardous substances or solid wastes have been disposed of or otherwise released on the Property, and the use which Borrower makes and intends to make of the Property will not result in the disposal or other release of any hazardous substance or solid waste on or to the Property, except in material compliance with all Applicable Environmental Laws governing its businessLaws. The terms “hazardous substance” and “release” as used in this Agreement will have the meanings specified in CERCLA, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower terms “solid waste” and each of its Subsidiaries is “disposal” (or “disposed”) will have the meanings specified in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toRCRA; provided, in the aggregateevent that the laws of the State of Alaska establish a meaning for “hazardous substance,” “release,” “solid waste,” or “disposal” which is broader than that specified in either CERCLA or RCRA, have a Material Adverse Effectsuch broader meaning will apply. There are no Environmental Claims pending or, No part of the Property related to the best knowledge Project constitutes “wetlands,” as such term is defined by applicable federal law, and except as has been obtained or shall be obtained in accordance with applicable law, no permit is needed for construction of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by Project from the Borrower U.S. Army Corps of Engineers or any of its Subsidiaries other applicable federal or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectstate agency.

Environmental Matters. The Borrower (a) CTWS and each of its Subsidiaries CTWS Subsidiary is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) as would not reasonably be expected to have have, individually or in the aggregate, a CTWS Material Adverse Effect. All licenses; and neither CTWS nor any CTWS Subsidiary has received any written or, permitsto the Knowledge of CTWS, registrations oral notice alleging that CTWS or approvals required any CTWS Subsidiary is in material violation of, or has any material liability under, any Environmental Law. (b) CTWS and each CTWS Subsidiary possesses and is in material compliance with all Environmental Permits for the conduct of its respective operations as presently conducted and all such Environmental Permits are valid and in good standing. (c) To the business Knowledge of the Borrower and each of its Subsidiaries under CTWS, there is no basis for any material Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithPermits to be amended, revoked, limited or otherwise conditioned, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toto have, individually or in the aggregate, have a CTWS Material Adverse Effect. . (d) There are no material Environmental Claims pending or, to the best knowledge Knowledge of the BorrowerCTWS, threatened wherein an unfavorable decisionagainst or affecting CTWS or any CTWS Subsidiary. (e) To the Knowledge of CTWS, ruling there has been no Release of or finding exposure to any Materials of Environmental Concern or, to the Knowledge of CTWS, other event, fact, incident, activity, circumstance or condition that would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an any Environmental Claim against the Borrower CTWS or any of its Subsidiaries CTWS Subsidiary or result in any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property liability under any Environmental LawLaws, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate case as would not reasonably be expected to have have, individually or in the aggregate, a CTWS Material Adverse Effect. (f) Neither CTWS nor any CTWS Subsidiary has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably be expected to form the basis of any Environmental Claim against CTWS or any CTWS Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a CTWS Material Adverse Effect. (g) CTWS has provided or made available to SJW all material environmental assessments, reports and studies prepared in the last three years that are in the possession of CTWS and the CTWS Subsidiaries regarding matters pertaining to the environmental condition of the business and properties of CTWS and the CTWS Subsidiaries, and their compliance (or noncompliance) with any Environmental Laws.

Environmental Matters. The Borrower and each of its Subsidiaries is Except as, individually or in compliance with all Environmental Laws governing its businessthe aggregate, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a CMFT Material Adverse Effect. All licenses: (i) no written notification, permitsdemand, registrations request for information, citation, summons, notice of violation or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have order has been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithreceived, except for such licensesno complaint has been filed, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries no penalty has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property been assessed and no event has occurred and investigation, action, suit or proceeding is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge Knowledge of CMFT, is threatened, in each case relating to CMFT or any of the BorrowerCMFT Subsidiaries or any of their respective properties, threatened wherein an unfavorable decisionand relating to or arising out of any Environmental Law or Hazardous Substance; (ii) CMFT and the CMFT Subsidiaries are, ruling and for the past year, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (iii) CMFT and each of the CMFT Subsidiaries is in possession of all Environmental Permits necessary for CMFT and each CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or finding to carry on its respective business substantially as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in, full force and effect; (iv) any and all Hazardous Substances disposed of by CMFT and each CMFT Subsidiary since January 1, 2015 were disposed in accordance with all applicable Environmental Laws and Environmental Permits; (v) CMFT and the CMFT Subsidiaries are not subject to any Order, determination or award by any Governmental Authority pursuant to any Environmental Laws, any Environmental Permit or with respect to any Hazardous Substance; and (vi) there are no liabilities or obligations of CMFT or any of the CMFT Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance, and there is no condition, situation or set of circumstances that would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to result in any such Real Property, that are known by the Borrower liability or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectobligation.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Mortgaged Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Mortgaged Property owned or leased by Borrower or any of its Subsidiaries, or real property immediately adjoining such Mortgaged Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Agent (which request may be delivered at the option of Agent or at the direction of Required Lenders), to provide the Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Agent and the Required Lenders that any Credit Party or Mortgaged Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority with respect to Mortgaged Properties. (d) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete, any action described in this Section 5.11 within the lesser of: (i) thirty (30) days following Borrower’s actual knowledge of the event in question or (ii) the period required for such actions by any applicable Environmental Laws, the Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower fifteen (15) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.10(c) from the date any such sums are so advanced or paid by the Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Agent may deem reasonably necessary to permit the Agent to take any such action, and as the Agent may require to secure all sums so advanced or paid by the Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

Environmental Matters. The Borrower and each of its Subsidiaries is Except as disclosed on Schedule 5.17 or as would not, individually or in compliance with all Environmental Laws governing its businessthe aggregate, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses: (a) The Parent Borrower and its Restricted Subsidiaries: (i) are, permitsand within the period of all applicable statutes of limitation have been, registrations or approvals in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticetheir current operations or for any property owned, leased, or otherwise knowsoperated by any of them; and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, that it is and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws and Environmental Permits, including any respect in noncompliance withreasonably foreseeable future requirements thereof. (b) Materials of Environmental Concern have not been transported, breach of or default under any applicable writdisposed of, orderemitted, judgment, injunctiondischarged, or decree otherwise released or threatened to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing thatbe released, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending at or from any real property presently or, to the best knowledge of the BorrowerParent Borrower or any of its Restricted Subsidiaries, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time formerly owned, leased or operated by the Parent Borrower or any of its Restricted Subsidiaries or on at any Property adjacent to any such Real Propertyother location, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could would reasonably be expected: expected to (i) give rise to form liability or other Environmental Costs of the basis of an Environmental Claim against the Parent Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law, or any Real Property (ii) interfere with the planned or continued operations of the Parent Borrower and its Restricted Subsidiaries, or (iii) impair the fair saleable value of any real property owned by the Parent Borrower or any of its Restricted Subsidiaries that is part of the Collateral. (c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental Law to which the Parent Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries is reasonably likely to be, named as a party that is pending or, to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries; , threatened. (d) Neither the Parent Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern. (iie) Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered into or agreed to cause such Real Property to be any consent decree, order, or settlement or other agreement, nor is subject to any restrictions on the ownershipjudgment, occupancydecree, use or transferability of such Real Property order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is Real Property owned or leased by Borrower to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall take such Remedial Action or other action as required by Environmental Law or any Governmental Authority except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the state where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

Environmental Matters. The Borrower (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by Parent or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by Parent or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and each the surface water thereon. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by Parent or any of its Subsidiaries or as a consequence of the acts of Parent, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Law. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Hazardous Materials Activities of Parent and its Subsidiaries prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have complied in all material respects with all covenants and conditions of any Environmental Permit which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of Parent, threatened, concerning or relating to any Environmental Permit or any Hazardous Materials Activity of Parent or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is aware of any fact or circumstance that could result in compliance with all any Liability under an Environmental Laws governing its business, except Law which would reasonably be expected to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) have a Parent Material Adverse Effect. Except as would not reasonably be expected to have a Parent Material Adverse Effect. All licenses, permitsneither Parent nor any Subsidiary has entered into any Contract that may require it to guarantee, registrations reimburse, pledge, defend, hold harmless or approvals required for the conduct indemnify any other party with respect to liabilities arising out of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving Hazardous Materials Activities of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Parent or any of its Subsidiaries; . (f) Parent and the Subsidiaries have delivered to the Company or (ii) made available for inspection by the Company and its agents, representatives and employees all material environmental site assessments and environmental audits in Parent’s possession or control. Parent and its Subsidiaries have complied in all material respects with all environmental disclosure obligations imposed by applicable law with respect to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectthis transaction.

Environmental Matters. The Borrower (i) Each of the Company, its subsidiaries and each of its Subsidiaries the Company Joint Ventures since January 1, 2011 has been and is in compliance with all applicable Environmental Laws governing its business(as hereinafter defined), except to where the extent that any such failure to comply (together with any resulting penaltiesbe in such compliance, fines individually or forfeitures) in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (ii) Each of the Company, its subsidiaries and the Company Joint Ventures has obtained all Permits required under Environmental Laws (collectively, the “Environmental Permits”), necessary for their operations or the occupancy of the Leased Real Property as of or prior to the date of this Agreement, as applicable, except where the failure to obtain such Environmental Permit has not had and would not reasonably be expected to have, a Company Material Adverse Effect. All licensessuch Environmental Permits are validly issued, permits, registrations or approvals required for the conduct of the business of the Borrower in full force and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewitheffect, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is be validly issued and in full force and effect has not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toto have, in the aggregate, have a Company Material Adverse Effect. There are no Environmental Claims pending orClaims, actions or proceedings to the best knowledge of the Borrowerchallenge, threatened wherein an unfavorable decisionmodify, ruling revoke or finding terminate any such Environmental Permits except such Environmental Claims, actions or proceedings that have not had and if determined adversely would not reasonably be expected to have have, a Company Material Adverse Effect. There The Company, its subsidiaries and the Company Joint Ventures are no factsand since January 1, circumstances, 2011 have been in material compliance with all terms and conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental LawPermits, except in each such case, such Environmental Claims or restrictions that individually or in where the aggregate failure to comply has not had and would not reasonably be expected to have a Company Material Adverse Effect. (iii) There is no Environmental Claim pending or, to the knowledge of the Company, threatened: (A) against the Company or any of its subsidiaries or any of the Company Joint Ventures; (B) against any person or entity whose liability for such Environmental Claim has been retained or assumed either contractually or by operation of law by the Company or any of its subsidiaries or any of the Company Joint Ventures; or (C) to the knowledge of the Company, against any real property currently or formerly owned, operated or leased by the Company or any of its subsidiaries or any of the Company Joint Ventures, except in the case of clause (C) any Environmental Claim in any way related to any real property owned, leased or operated by any Host Customers that would not reasonably be expected to result in a material liability of the Company, its subsidiaries or the Company Joint Ventures and in the case of clause (A), (B) or (C) for such Environmental Claims that, individually or in the aggregate, have not resulted and would not reasonably be expected to result in a material liability (contingent or otherwise) of the Company, its subsidiaries or the Company Joint Ventures; (iv) There have not been any Releases of, or exposure of any person to, any Hazardous Material that has or would reasonably be expected to give rise to any material Environmental Claim against or liability of the Company or any of its subsidiaries or any of the Company Joint Ventures, except in each case for such Releases or exposure that, individually or in the aggregate, have not had, and would not reasonably be expected to have a Company Material Adverse Effect. (v) The Company, its subsidiaries and the Company Joint Ventures have not received any written notice alleging any actual or alleged material violation of or material liability that remains outstanding and unresolved relating to any of them or their business or their facilities, arising under any Environmental Laws that has had or would reasonably be expected to have a Company Material Adverse Effect. (vi) There is no site, property or facility to or from which the Company or any of its subsidiaries or any of the Company Joint Ventures or any of their respective predecessors has transported, disposed of, or arranged for the transport, treatment, storage, handling or disposal of Hazardous Materials, except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (vii) The Company, its subsidiaries and the Company Joint Ventures do not possess any environmental site assessment, audit reports or other documents identifying any material environmental, health or safety violations or any material liabilities arising under Environmental Laws. As used in this Section 3.01(n):

Environmental Matters. The Borrower Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (a) there are no investigations or Actions (whether administrative or judicial) pending or threatened in writing, alleging noncompliance with or Liability under any Environmental Law, (b) Parent and each of its Subsidiaries is are, and except for matters that have been fully resolved with the applicable Governmental Authority, since February 1, 2015 have been, in compliance with all Environmental Laws governing its business, except to (which compliance includes the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower possession and compliance by Parent and each of its Subsidiaries of all Permits required under any applicable Environmental Law have been secured Laws to conduct their respective business and operations as currently conducted, and compliance with the Borrower terms and each of its Subsidiaries is in substantial compliance therewithconditions thereof), except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower (c) neither Parent nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending orcaused and, to the best knowledge Parent’s Knowledge, no other Person has caused a Release of the Borrower, threatened wherein an unfavorable decision, ruling Hazardous Materials in contravention of Environmental Laws or finding in a manner that would reasonably be expected to have a Material Adverse Effect. There are no factsresult in Liability under Environmental Law with respect to the business or assets of Parent or any Parent Owned Real Property or Parent Leased Real Property that has not been remediated, circumstancesand Parent has not received any notice under Environmental Law that any Parent Owned Real Property or Parent Leased Real Property currently owned, conditions operated or occurrences leased in connection with the businesses of Parent (including soils, groundwater, surface water, buildings and other structure located on any Real Property now such real property) has been contaminated with any Hazardous Material that has not been remediated and that would reasonably be expected to result in an Action under Environmental Law against, or at a violation of Environmental Laws or term of any time ownedenvironmental Permit by, leased Parent or operated any of its Subsidiaries, (d) there has been no disposal or arrangement of disposal by the Borrower Parent or any of its Subsidiaries at any other location in violation of Environmental Law or in a manner that would reasonably be expected to result in Liability under any Environmental Law or at any site listed or formally proposed to be listed on the National Priorities List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. or any foreign or state remedial priority list promulgated or maintained pursuant to comparable foreign or state Law, (e) there is not now, nor to Parent’s Knowledge has there been in the past, on or in any Parent Leased Real Property adjacent to any such or Parent Owned Real Property, that are known by any of the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expectedfollowing: (i) to form the basis of an Environmental Claim against the Borrower any underground storage tanks or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; surface impoundments or (ii) to cause such Real Property to be subject to any restrictions on the ownershipa Release of Hazardous Materials, occupancy, use in either case (i) or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions (ii) that individually or in the aggregate would not reasonably be expected to have result in Parent or its Subsidiaries, taken as a Material Adverse Effectwhole, incurring Liabilities, and (f) none of Parent and its Subsidiaries is subject to any Order, Contract with any Governmental Authority or other Person or has created any Liabilities under applicable Environmental Laws or concerning Hazardous Materials, Remedial Actions or Releases in respect of any Parent Owned Real Property or Parent Leased Real Property.

Environmental Matters. The Borrower Except as set forth on --------------------- Schedule 4.13 hereto: (a) Telco and each of its Subsidiaries is in compliance in all material respects with all applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeituresas defined below) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower neither Telco nor any of its Subsidiaries has received any written noticeor oral communication from any person or governmental authority that alleges that Telco or any of its Subsidiaries is not in compliance with applicable Environmental Laws. (b) Telco and each of its Subsidiaries has obtained or has applied for all material environmental, health and safety permits, licenses, variances, approvals and authorizations (collectively, the "Environmental Permits") necessary for the construction of their facilities or otherwise knowsthe conduct of their operations, that it is in any respect in noncompliance withand all such material Environmental Permits are effective or, breach of or default under any applicable writwhere applicable, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event renewal application has occurred been timely filed and is continuing thatpending agency approval, and Telco and its Subsidiaries are in material compliance with the passage all terms and conditions of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse EffectEnvironmental Permits. There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may materially interfere with, or prevent, future continued material compliance on the part of Telco or any of its Subsidiaries with such Environmental Claims Permits. Neither Telco nor any of its Subsidiaries has knowledge of matters or conditions that would preclude reissuance or transfer of any such Environmental Permit, including amendment of such instrument, to Holdings or one of its Subsidiaries, where such action is necessary to maintain material compliance with Environmental Laws. (c) To Telco's knowledge, there is no currently existing requirement to be imposed in the future by any Environmental Law or Environmental Permit which could reasonably be expected to result in the incurrence of a material cost by Telco or any of its Subsidiaries. (d) There is no material Environmental Claim (as defined below) pending or, to Telco's knowledge, threatened (i) against Telco or any of its Subsidiaries, (ii) against any person whose liability for any Environmental Claim Telco or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against any real or personal property or operations which Telco or any of its Subsidiaries owns, leases or manages, in whole or in part. (e) There have been no Releases (as defined below) of any Hazardous Material (as defined below) that would be reasonably likely to form the best knowledge basis of any material Environmental Claim against Telco or any of its Subsidiaries, or against any person whose liability for any material Environmental Claim Telco or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (f) With respect to any predecessor of Telco or any of its Subsidiaries, there is no material Environmental Claim pending or, to Telco's knowledge, threatened, or any Release of Hazardous Materials that would be reasonably likely to form the basis of any material Environmental Claim against Telco or any of its Subsidiaries. (g) Telco has disclosed to EXCEL all material facts which Telco reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting Telco and its Subsidiaries. (h) Neither Telco nor any of its Subsidiaries, nor, to Telco's knowledge, any owner of premises leased or operated by Telco or any of its Subsidiaries, has filed any notice with respect to such premises under federal, state, local or foreign law indicating past or present treatment, storage or disposal of Hazardous Materials, as regulated under 40 C.F.R. Parts 264-267 or any state, local or foreign equivalent or is engaging or has engaged in business operations involving the generation, transportation, treatment, recycle or disposal of any waste (excluding low level radioactive tubes from central office equipment or typical smoke and fire alarm components) regulated under Environmental Laws pertaining to radioactive materials or the nuclear power industry, including, without limitation, requirements of Volume 10 of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time Code of Federal Regulations. (i) None of the properties owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real PropertyTelco, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property predecessor thereof are now, or were in the past, listed on the National Priorities List of Superfund Sites (the Borrower "NPL"), the Comprehensive Environmental Response, Compensation and Liability Information System ("CERCLIS"), or any other comparable state or local environmental database (excluding easements that transgress such Superfund or CERCLIS sites). (j) The Telco Merger will not require any governmental approvals under the Environmental Laws, including those that are triggered by sales or transfers of its Subsidiaries; businesses or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability real property. For purposes of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.this Section 4.13:

Environmental Matters. (a) The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the any Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would could not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower Except for matters that, individually or in the aggregate, have not had and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a an Ironman Material Adverse Effect. All licenses: (a) Ironman and the Ironman Subsidiaries are now, permitsand have been in the last three (3) years, registrations in compliance with all Environmental Laws, and neither Ironman nor any Ironman Subsidiary has received any written communication from a Person that alleges that Ironman or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Ironman Subsidiary is in violation of, or has liability or obligations under, any Environmental Law have been secured or any Permit issued pursuant to Environmental Law; (b) Ironman and the Borrower Ironman Subsidiaries have obtained and each are in compliance with all Permits required to be obtained pursuant to any Environmental Law applicable to Ironman, the Ironman Subsidiaries and the real properties of its Subsidiaries is Ironman and all such Permits are valid, in substantial compliance therewithgood standing and will not, except for such licensesto Ironman’s Knowledge, permits, registrations be subject to modification or approvals the failure to secure or to comply therewith is not reasonably likely to have revocation as a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability result of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There transactions contemplated by this Agreement; (c) there are no Environmental Claims pending or, to the best knowledge Knowledge of the BorrowerIronman, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower against Ironman or any of its Subsidiaries or on any Property adjacent to any such Real Propertythe Ironman Subsidiaries, that are known by the Borrower or as to which the Borrower nor is Ironman or any of the Ironman Subsidiaries aware of any basis for such Subsidiary has received written noticeEnvironmental Claim; (d) To Ironman’s Knowledge, there have been no Releases of any Hazardous Material that could reasonably be expected: (i) expected to form the basis of an any Environmental Claim against the Borrower (i) Ironman or any of its Subsidiaries or any Real Property of the Borrower or any of its Ironman Subsidiaries; , or (ii) to cause such Real Property to be subject to against any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, Person whose liabilities for such Environmental Claims Ironman or restrictions any of the Ironman Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and (e) neither Ironman nor any of the Ironman Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effectform the basis of any Environmental Claim against Ironman or any of the Ironman Subsidiaries.

Environmental Matters. (a) HMA, Xxxxxxx, and the Company will make all good faith efforts to obtain, prior to Closing, the registration of that certain 10,000 gallon underground fuel storage tank located at the Xxxxxxx hospital (the “UST”) with the South Carolina Department of Health and Environmental Control (“DHEC”) and any other governmental authorities requiring registration, certification, or permitting of the UST, and full resolution at Xxxxxxx’x expense of any and all fees, penalties, or expenses of any type relating to or arising from such efforts. The Borrower parties expressly recognize that the resolution and each payments anticipated by this paragraph (herein referred to as the “UST Costs”) may include (but are not limited to) payment of its Subsidiaries is the current DHEC registration fee; payment of prior years’ registration fees; any fines, penalties or other charges assessed relating to failure in prior years to register, certify, or permit the UST; any costs, including legal fees, associated with challenging in any forum such charges (if determined by Xxxxxxx or the Company to be appropriate to challenge); expenses incurred for soil sampling, boring, and testing as may be required by DHEC relating to such registration or lawful operation of the UST; and payment for any and all environmental remediation and any repairs or replacements that may be ordered or otherwise reasonably required should any UST-related environmental contamination be discovered as a result of any DHEC-required or other testing relating to the present effort to register the UST. If compliance with the foregoing sentences in this Section 5.11(a) is not fully obtained prior to Closing, HMA, Xxxxxxx, and the Company will continue the above-referenced efforts in good faith post-Closing, and the parties agree that any and all UST Costs, whether pre- or post-Closing, shall be borne 73% by HMA LP and 27% by Foundation. In the event any of the UST Costs are incurred by Xxxxxxx or Foundation post-Closing, HMA shall reimburse (or cause HMA LP to reimburse) Foundation for HMA LP’s share of the same (HMA LP’s share being 73% of the UST Costs, based upon the 73%-27% allocation specified above). (b) As related to all Regulated Asbestos-Containing-Material as defined by the United States Environmental Laws governing Protection Agency and including asbestos or any material that contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite and/or actinolite (collectively “RACM”), identified at the Louisburg Hospital Facility, the parties agree that all nonencapsulated RACM identified as Samples A-58 and A-59 in that certain Asbestos Containing Materials Report prepared by Alpha Environmental Sciences, Inc. and dated September 28, 2009, shall be remediated (i.e., brought to a condition such that the RACM would not, in its businessremediated state, except pose a danger to human health) following the Closing at Louisburg’s expense by a qualified asbestos remediation contractor holding all appropriate state and/or federal licenses, certifications, and permits, and as is selected by HMA. The manner of remediation will consist of RACM removal and disposal, replacing RACM with suitable non-RACM materials, environmental consulting and monitoring before, during, and following such remediation, and all other work and expenses relating to such remediation. The parties agree that any and all expenses and costs relating to the extent that any such failure above-referenced remediation incurred post-Closing shall be borne 73% by HMA LP and 27% by Foundation. HMA LP shall reimburse (or cause HMA LP to comply (together with any resulting penalties, fines or forfeituresreimburse) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required Foundation for the conduct HMA LP’s share of the business same (HMA LP’s share being 73% of said expenses and costs, based upon the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect73%-27% allocation specified above).

Environmental Matters. The Borrower and (a) Except as set forth in Section 3.15 of the Inprise Disclosure Letter, each of Inprise and its Subsidiaries is has obtained all licenses, permits, authorizations, approvals and consents from Governmental or Regulatory Authorities which are required under any applicable Environmental Law (as defined below) in compliance with all respect of its business or operations ("Environmental Laws governing its businessPermits"), except for such failures to have Environmental Permits which, individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Inprise and its Subsidiaries taken as a whole. All licenses, permits, registrations or approvals required for the conduct Each of the business of the Borrower such Environmental Permits is in full force and effect and each of its Subsidiaries under any Environmental Law have been secured Inprise and the Borrower and each of its Subsidiaries is in substantial compliance therewithwith the terms and conditions of all such Environmental Permits and with any applicable Environmental Law, except for such licensesfailures to be in compliance which, permits, registrations individually or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Inprise and its Subsidiaries taken as a whole. (b) To the knowledge of Inprise, no site or facility now or previously owned, operated or leased by Inprise or any of its Subsidiaries is listed or proposed for listing on the National Priorities List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the rules and regulations thereunder ("CERCLA"), or on any similar state or local list of sites requiring investigation or clean-up. (c) No Liens have arisen under or pursuant to any Environmental Law on any site or facility owned, operated or leased by Inprise or any of its Subsidiaries, other than any such real property not individually or in the aggregate material to Inprise and its Subsidiaries taken as a whole, and no action of any Governmental or Regulatory Authority has been taken or, to the knowledge of Inprise, is in process which could subject any of such properties to such Liens, and neither Inprise nor any of its Subsidiaries would be required to place any notice or restriction relating to the presence of Hazardous Materials at any such site or facility owned by it in any deed to the real property on which such site or facility is located. (d) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, or which are in the possession of. Inprise or any of its Subsidiaries in relation to any site or facility now or previously owned, operated or leased by Inprise or any of its Subsidiaries which have not been delivered to Corel prior to the execution of this Agreement. (e) As used herein in this Section 3.15 and in Section 4.15:

Environmental Matters. The Borrower and each (a) To the knowledge of Acquirer, no underground storage tanks are present under any property that Acquirer or any of its Subsidiaries has at any time owned, operated, occupied or leased. No amount of any Hazardous Material is in compliance with all Environmental Laws governing present as a result of the actions of Acquirer or any of its businessSubsidiaries, except or, to Acquirer's knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the extent land and the improvements, ground water and surface water, that Acquirer or any of its Subsidiaries has at any time owned, operated, occupied or leased, where the presence of such failure to comply (together with any resulting penalties, fines or forfeitures) would not Hazardous Material is reasonably be expected likely to have a an Acquirer Material Adverse Effect. All licenses, permits, registrations . (b) At no time has Acquirer or approvals required for the conduct of the business of the Borrower and each any of its Subsidiaries under transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any Environmental Law have been secured and law in effect on or before the Borrower and each Closing Date, nor has Acquirer or any of its Subsidiaries is conducted any Hazardous Materials Activities in substantial compliance therewithviolation of any rule, except for such licensesregulation, permitstreaty or statute promulgated by any Governmental Entity to prohibit, registrations regulate or approvals control Hazardous Materials or any Hazardous Material Activity, with the failure to secure exception of violations that have not had or to comply therewith is are not reasonably likely to have a an Acquirer Material Adverse Effect. Neither the Borrower nor any of . (c) Acquirer and its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach currently hold all Environmental Permits the absence of or default under any applicable writ, order, judgment, injunction, or decree which would be reasonably likely to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a an Acquirer Material Adverse Effect. There are no Environmental Claims . (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the best knowledge of the BorrowerAcquirer, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on concerning any Real Property now or at any time owned, leased or operated by the Borrower Environmental Permit or any Hazardous Materials Activity of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Acquirer or any of its Subsidiaries; . Acquirer is not aware of any fact or (ii) to cause such Real Property to circumstance which could involve Acquirer in any environmental litigation or impose upon Acquirer any environmental liability which would be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected likely to have a an Acquirer Material Adverse Effect.

Environmental Matters. The Borrower Except as disclosed in writing to the Agent prior to the date hereof, the Company and each its Subsidiaries, and the plants and sites of its Subsidiaries is in compliance each, have complied with all Applicable Environmental Laws governing its businessLaws, except to the extent that except, in any such case, where such failure to so comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have result in a Material Adverse EffectChange. All licenses, permits, registrations or approvals required for Without limiting the conduct generality of the business of preceding sentence, neither the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach notice of or default under has actual knowledge of any applicable writ, order, judgment, injunction, actual or decree claimed or asserted failure so to comply with Applicable Environmental Laws or of any other Environmental Claim which the Borrower alone or together with all other such Subsidiary failures or Environmental Claims is a party or that material and would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except result in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse EffectChange. There are no Environmental Claims pending or, Except as disclosed in writing to the best knowledge Agent prior to the date hereof, neither the Company nor any of its Subsidiaries nor their plants or other sites manage, generate or dispose of, or during their respective period of use, ownership, occupancy or operation by the BorrowerCompany or its Subsidiaries have managed, threatened wherein generated, released or disposed of, any hazardous wastes, solid wastes, petroleum substances, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used or defined in the Applicable Environmental Laws, in material violation of or in a manner which would result in liability under the Applicable Environmental Laws or any other applicable Legal Requirement, or in a manner which would result in an unfavorable decision, ruling Environmental Claim except where such noncompliance or finding liability or Environmental Claim would reasonably be expected to have not result in a Material Adverse EffectChange. There The representation and warranty contained in this SECTION 8.13 is based in its entirety upon (a) current interpretations and enforcement policies that have been publicly disseminated and are no facts, circumstances, conditions used by Governmental Authorities charged with the enforcement of the Applicable Environmental Laws or occurrences on any Real Property now or at any time owned, leased or operated by which apply to the Borrower Company or any of its Subsidiaries or on with respect to any Property adjacent or sites in a particular jurisdiction and (b) current levels of publicly disseminated scientific knowledge concerning the detection of, and the health and environmental risks associated with the discharge of, substances and pollutants regulated pursuant to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Applicable Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Matters. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business ongoing operations of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and (with respect to each Subsidiary before the date it became a Subsidiary, to the knowledge of the Borrower and each of its Subsidiaries is Subsidiaries) comply in substantial compliance therewithall respects with all Environmental Laws, except for such licensesnon-compliance as could not (if enforced in accordance with applicable law) reasonably be expected to result, permitseither individually or in the aggregate, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have in a Material Adverse Effect. Neither Each of the Borrower and its Subsidiaries has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for its ordinary course operations, and for its reasonably anticipated future operations, and each of the Borrower and its 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 to any such Person and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16, none of the Borrower and its Subsidiaries or any of their properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Restatement Date, or relating to any waste disposal, of any of the Borrower and its Subsidiaries that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16, neither the Borrower nor any of its Subsidiaries has received written notice, any underground storage tanks that are not properly registered or otherwise knows, that it is in any respect in noncompliance with, breach of or default permitted under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party Environmental Laws or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time ownedhave released, leased leaked, disposed of or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectotherwise discharged Hazardous Substances.

Environmental Matters. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business ongoing operations of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and (with respect to each Subsidiary before the date it became a Subsidiary, to the knowledge of the Borrower and each of its Subsidiaries is Subsidiaries) comply in substantial compliance therewithall respects with all Environmental Laws, except for such licensesnon-compliance as could not (if enforced in accordance with applicable law) reasonably be expected to result, permitseither individually or in the aggregate, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have in a Material Adverse Effect. Neither Each of the Borrower and its Subsidiaries has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for its ordinary course operations, and for its reasonably anticipated future operations, and each of the Borrower and its 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 to any such Person and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16, none of the Borrower and its Subsidiaries or any of their properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local Governmental Authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Restatement Date, or relating to any waste disposal, of any of the Borrower and its Subsidiaries that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16, neither the Borrower nor any of its Subsidiaries has received written notice, any underground storage tanks that are not properly registered or otherwise knows, that it is in any respect in noncompliance with, breach of or default permitted under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party Environmental Laws or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time ownedhave released, leased leaked, disposed of or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectotherwise discharged Hazardous Substances.

Environmental Matters. The (a) Each Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the each Borrower and each of its Subsidiaries under any Environmental Law have been secured and the each Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the such Borrower or such Subsidiary is a party or that would affect the ability of the such Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the BorrowerBorrowers, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the any Borrower or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that are known by the Borrower Borrowers or as to which the any Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the any Borrower or any of its Subsidiaries or any Real Property of the any Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of any Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower Without limitation of any other covenants, rights or other obligations expressed elsewhere in this Agreement: (a) Each Loan Party will, and will cause each of its Subsidiaries is in compliance with Restricted Subsidiaries, to take all reasonable actions required under Environmental Laws governing to (i) the extent it has knowledge thereof, cure any violation of applicable Environmental Laws by any Loan Party or its businessRestricted Subsidiaries that would reasonably be expected to have, except individually or in the aggregate, a Material Adverse Effect; (ii) make an appropriate response to any claim, suit or proceeding against any Loan Party or any of its Restricted Subsidiaries asserting any Environmental Liability (in each case to the extent such Loan Party has knowledge of such claim, suit or proceeding) and discharge any obligations it may have to any Person thereunder, where failure to do so would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iii) implement any and all Remedial Actions required to comply with Environmental Laws or that are legally required by any Governmental Authority acting within its jurisdiction (following final resolution of the Loan party’s or its Restricted Subsidiaries’ challenges or appeals, if any, of the relevant Governmental Authority’s order or decision) or that are otherwise necessary to maintain the value and marketability of its owned or leased real estate for industrial usage, except where failure to perform any such failure to comply (together with any resulting penalties, fines or forfeitures) Remedial Action would not reasonably be expected to have result in a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best . (b) Promptly upon obtaining knowledge of the Borroweroccurrence thereof, threatened wherein an unfavorable decision, ruling or finding the Borrower shall deliver to the Administrative Agent written notice describing in reasonable detail (i) any Release that would reasonably be expected to have require a Remedial Action or give rise to Environmental Liability, in each case that would reasonably be expected to result in a Material Adverse Effect. There are no facts, circumstances(ii) any Remedial Action by any Loan Party, conditions its Restricted Subsidiaries or occurrences on any Real Property now other Person in response to the presence or Release of Hazardous Materials that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would be reasonably expected to result in a Material Adverse Effect, (iii) any claim, demand, suit or proceeding (including any request for information by a Governmental Authority) that would reasonably be expected to result in Environmental Liability of any Loan Party or its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect, (iv) any Loan Party or its Restricted Subsidiaries’ discovery of any occurrence or condition at any time owned, leased or operated by the Borrower or any of its Subsidiaries owned or leased real estate, or on any Property adjacent to any such Real Propertyadjoining real estate, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could would reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) expected to cause such Real Property owned or leased real estate, or any part thereof, to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof or transferability any lien in favor of such Real Property any Governmental Authority to secure the satisfaction of any liability under any Environmental LawLaws that, except in each such case, such would reasonably be expected to result in a Material Adverse Effect, (v) any proposed acquisition of Equity Interests, assets or property by any Loan Party or any of its Restricted Subsidiaries that would reasonably be expected to expose any Loan Party or any of its Restricted Subsidiaries to, or result in, Environmental Claims or restrictions Liability that would reasonably be expected to have, individually or in the aggregate aggregate, a Material Adverse Effect and (vi) any proposed action to be taken by any Loan Party or any of its Restricted Subsidiaries to modify current operations in a manner that would not reasonably be expected to have subject any Loan Party or any of its Restricted Subsidiaries to additional obligations or requirements under Environmental Laws that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental Matters. The Borrower Grantors have taken the steps necessary to determine and each have determined that no hazardous substances, solid wastes, or other substances known or suspected to pose a threat to health or the environment ("Hazard(s)") have been disposed of its Subsidiaries is or otherwise released on or to the Mortgaged Property or exist on or within any portion of the Mortgaged Property except as disclosed in compliance with all the Environmental Laws governing its businessReport. Grantors are not aware of any prior uses of the Mortgaged Property which violate any laws pertaining to health or the environment ("Applicable Environmental Laws"), including, without limitation, the Comprehensive Environment Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, except as described in the Environmental Report. The use which Grantors make and intend to make of the Mortgaged Property will not result in the disposal or release of any hazardous substance, solid waste or Hazard on, in or to the Mortgaged Property in violation of Applicable Environmental Laws. The terms "hazardous substance" and "release" shall each have the meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall each have the meanings specified in RCRA; provided, however, that in the event either that CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment; and provided further that, to the extent that the laws of the State of Texas establish a meaning for "hazardous substance", "release", "solid waste", or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader definition shall apply. Grantors shall give notice to Beneficiary immediately upon (i) Grantors' receipt of any such failure to comply notice from any governmental authority of a violation of any Applicable Environmental Laws and (together with ii) acquiring knowledge of the presence of any hazardous substances, solid wastes or Hazards on the Mortgaged Property in a condition that is resulting penalties, fines or forfeitures) would not could reasonably be expected to have result in any adverse environmental impact, with a Material Adverse Effect. All licenses, permits, registrations or approvals required for full description thereof; promptly comply with all Applicable Environmental Laws requiring the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, removal, treatment, or otherwise knowsdisposal of such hazardous substances; and provide Beneficiary, within thirty (30) days after demand by Beneficiary, with financial assurance evidencing to Beneficiary's satisfaction that it is sufficient funds are available to pay the cost of removing, treating and disposing of such hazardous substances, solid wastes or Hazards and discharging any liens or assessments that may be established on the Mortgaged Property or the improvements thereon as a result thereof. Grantors hereby defend, indemnify and hold harmless Beneficiary, its employees, agents, shareholders, officers and directors (collectively, the "Indemnified Parties"), from and against any claims, demands, obligations, penalties, fines, suits, liabilities, settlements, damages, losses, costs or expenses (including, without limitation, attorney and consultant fees and expenses, investigation and laboratory fees and expenses, cleanup costs, and court costs and other litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree way related to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis presence, disposal, release, threatened release, removal or production of an Environmental Claim against the Borrower any hazardous substances, solid wastes or Hazards which are on, in, from or affecting any of its Subsidiaries or any Real Property portion of the Borrower or any of its SubsidiariesMortgaged Property; or (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to cause such Real Property hazardous substances, solid wastes or Hazards; (iii) any lawsuit brought or threatened, settlement reached, or order by a governmental authority relating to such hazardous substances, solid wastes or Hazards, and/or (iv) any violation of any applicable laws, or demands of governmental authorities, or violation of any policies or requirements of Beneficiary, which are based upon or in any way related to such hazardous substances, solid wastes or Hazards, regardless of whether or not any of the conditions described under any of the foregoing subsections (i) through (iv), inclusive, was or is caused by or within the control of Grantors, AND REGARDLESS OF WHETHER SUCH IS CAUSED BY THE NEGLIGENCE OF AN INDEMNIFIED PARTY. Grantors agree, upon notice and request by an Indemnified Party, to contest and defend any demand, claim, suit, proceeding or action with respect to which Grantors have hereinabove indemnified and held the Indemnified Parties harmless and to bear all costs and expenses of such contest and defense. Grantors further agree to reimburse any Indemnified Party upon demand for any costs or expenses incurred by any Indemnified Party in connection with any matters with respect to which Grantors have hereinabove indemnified and held the Indemnified Parties harmless. The provisions of this paragraph shall be subject in addition to any restrictions on other obligations and liabilities Grantors may have to Beneficiary at common law, in equity or under documentation executed in connection with the ownershipNote, occupancyand shall survive the closing, use or transferability funding and payment in full of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectNote.

Environmental Matters. (a) The Borrower and each of its Subsidiaries is Subject SU Operations have been conducted, since June 1, 2013, in compliance with all applicable Environmental Laws governing its businessLaws, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) so conduct the Subject SU Operations would not reasonably be expected to have a an SU Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct . (b) As of the business date hereof, SU holds, and as of the Borrower and each of its Subsidiaries under any Closing SU AssetCo will hold, all Environmental Law have been secured and Permits necessary to conduct the Borrower and each of its Subsidiaries is in substantial compliance therewithSubject SU Operations as they are currently conducted, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or hold such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate Permits would not reasonably be expected to have a an SU Material Adverse Effect. (c) Except as do not affect the SU Assets or the Subject SU Operations in any material respect and for which Oncor would not be subject to any material liability from acquiring the SU Package as a result of the SU Merger, since June 1, 2013, no written notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been issued to or filed against any SU Entity relating to any alleged material failure to comply with any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material liability on the part of any SU Entity. (d) Since June 1, 2013, no SU Entity has generated, treated, stored or disposed of (or arranged for the generation, treatment, storage, or disposal of), and no SU Entity has Released, Hazardous Materials in a manner that would reasonably be expected to result in material environmental liability on the part of Oncor following the Closing. (e) To the Knowledge of SU, the SU Entities have made available, or caused to be made available, to Oncor copies of all environmental reports or assessments prepared since June 1, 2013 that are in the possession or control of any SU Entity with respect to compliance by any SU Entity with Environmental Laws, the environmental condition of any SU Assets, or any environmental liability of any SU Entity related to the SU Assets or the Subject SU Operations. (f) Since July 13, 2010, the SU Entities have not assumed any material environmental liabilities of another Person that are included in the SU Liabilities. (g) The representations and warranties set forth in this Section 5.11 are the sole and exclusive representations and warranties of the SU Entities with respect to matters relating to Environmental Laws or Hazardous Materials.

Environmental Matters. (a) The Borrower and each of its Subsidiaries is Subject Oncor Operations have been conducted, since June 1, 2013, in compliance with all applicable Environmental Laws governing its businessLaws, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) so conduct the Subject Oncor Operations would not reasonably be expected to have a an Oncor Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct . (b) As of the business date hereof, Oncor holds, and as of the Borrower and each of its Subsidiaries under any Closing Oncor AssetCo will hold, all Environmental Law have been secured and Permits necessary to conduct the Borrower and each of its Subsidiaries is in substantial compliance therewithSubject Oncor Operations as they are currently conducted, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or hold such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate Permits would not reasonably be expected to have a an Oncor Material Adverse Effect. (c) Except as do not affect the Oncor T Assets or the Subject Oncor Operations in any material respect and for which SDTS would not be subject to any material liability from acquiring the Oncor T Package as a result of the SDTS Merger, since June 1, 2013, no written notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been issued to or filed against any Oncor Entity relating to any alleged material failure to comply with any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material liability on the part of any Oncor Entity. (d) Since June 1, 2013, no Oncor Entity has generated, treated, stored or disposed of (or arranged for the generation, treatment, storage, or disposal of), and no Oncor Entity has Released, Hazardous Materials in a manner that would reasonably be expected to result in material environmental liability on the part of SDTS following the Closing. (e) To the Knowledge of Oncor, the Oncor Entities have made available, or caused to be made available, to SDTS copies of all environmental reports or assessments prepared since June 1, 2013 that are in the possession or control of any Oncor Entity with respect to compliance by any Oncor Entity with Environmental Laws, the environmental condition of any Oncor T Assets, or any environmental liability of any Oncor Entity related to the Oncor T Assets or the Subject Oncor Operations (including all Phase I and Phase II Environmental Site Assessment reports, investigations and studies). (f) Since July 13, 2010, the Oncor Entities have not assumed any material environmental liabilities of another Person that are included in the Oncor T Liabilities. (g) Except as do not affect the Oncor T Assets or the Subject Oncor Operations in any material respect and for which SDTS would not be subject to any material liability from acquiring the Oncor T Package as a result of the Oncor Merger, to the Knowledge of Oncor, there currently are not and never have been any power generation facilities (other than back-up generation equipment) on any of the Oncor Property. (h) The representations and warranties set forth in this Section 6.11 are the sole and exclusive representations and warranties of the Oncor Entities with respect to matters relating to Environmental Laws or Hazardous Materials.

Environmental Matters. The Borrower (a) CTWS and each of its Subsidiaries CTWS Subsidiary is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) as would not reasonably be expected to have have, individually or in the aggregate, a CTWS Material Adverse Effect. All licenses, permitsand neither CTWS nor any CTWS Subsidiary has received any written or, registrations to the Knowledge of CTWS, oral notice alleging that CTWS or approvals any CTWS Subsidiary is in material violation of, or has any material liability under, any Environmental Law. (b) CTWS and each CTWS Subsidiary possesses and is in material compliance with all material Permits required under Environmental Laws (“Environmental Permits”) for the conduct of its respective operations as presently conducted and all such Environmental Permits are valid and in good standing. (c) To the business Knowledge of the Borrower and each of its Subsidiaries under CTWS, there is no basis for any material Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithPermits to be amended, revoked, limited or otherwise conditioned, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toto have, individually or in the aggregate, have a CTWS Material Adverse Effect. . (d) There are no material Environmental Claims pending or, to the best knowledge Knowledge of the BorrowerCTWS, threatened wherein an unfavorable decisionagainst or affecting CTWS or any CTWS Subsidiary. (e) To the Knowledge of CTWS, ruling there has been no Release of or finding exposure to any Materials of Environmental Concern or, to the Knowledge of CTWS, other event, fact, incident, activity, circumstance or condition that would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an any Environmental Claim against the Borrower CTWS or any of its Subsidiaries CTWS Subsidiary or result in any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property liability under any Environmental LawLaws, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate case as would not reasonably be expected to have have, individually or in the aggregate, a CTWS Material Adverse Effect. (f) Neither CTWS nor any CTWS Subsidiary has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably be expected to form the basis of any Environmental Claim against CTWS or any CTWS Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a CTWS Material Adverse Effect. (g) CTWS has provided or made available to SJW all material environmental assessments, reports and studies prepared in the last three years that are in the possession of CTWS and the CTWS Subsidiaries regarding matters pertaining to the environmental condition of the business and properties of CTWS and the CTWS Subsidiaries, and their compliance (or noncompliance) with any Environmental Laws.

Environmental Matters. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeituresa) Except as would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect. All licenseswhole, permitsno Hazardous Materials are present on any real property that is currently owned, registrations operated, occupied, controlled or approvals required for leased by the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeor were present on any real property at the time it ceased to be owned, operated, occupied, controlled or otherwise knowsleased by the Company or its Subsidiaries, that it is in any respect in noncompliance withincluding the land, breach of or default under any applicable writthe improvements thereon, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect groundwater thereunder and the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults surface water thereon. Except as would not reasonably be expected toto be, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a Material Adverse Effect. There whole, there are no Environmental Claims pending orunderground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by the Company or any of its Subsidiaries or as a consequence of the acts of the Company, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the best knowledge Company and its Subsidiaries taken as a whole, the Company and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Law. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, the Hazardous Materials Activities of the BorrowerCompany and its Subsidiaries prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (c) Since January 1, threatened wherein 2013, the Company and its Subsidiaries have been and are in compliance in all material respects with all Environmental Laws, which compliance has included obtaining and maintaining all Company Permits necessary for the occupation of the Company’s and its Subsidiaries’ respective premises and the operation of the business (the “Environmental Permits”). The Company and its Subsidiaries have complied in all material respects with all covenants and conditions of any Environmental Permit which is or has been in force, including with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of the Company, threatened, concerning or relating to any Environmental Permit, any violation of Environmental Law or any Hazardous Materials Activity of the Company or any of its Subsidiaries that would reasonably be expected to result, individually or in the aggregate, a material Liability to the Company or its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries is aware of any fact or circumstance that could result in any Liability under an unfavorable decision, ruling or finding Environmental Law which would reasonably be expected to have a Company Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or Except as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to result in a material Liability to the Company or its Subsidiaries, neither the Company nor any Subsidiary has entered into any Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to Liabilities, or otherwise assumed the Liability of any other Person, arising out of Environmental Law or the Hazardous Materials Activities of the Company or any of its Subsidiaries. (f) The Company and the Subsidiaries have a Material Adverse Effectdelivered to Parent or made available for inspection by Parent and its agents, representatives and employees all material environmental site assessments, environmental audits and other material environmental documents in the Company’s possession or control. The Company and its Subsidiaries have complied in all material respects with all environmental disclosure obligations imposed by applicable law with respect to this transaction.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is and each Real Property owned or leased by such parties to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) If the Administrative Agent or the Majority Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Majority Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Majority Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Majority Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws. (c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority. (d) If the Borrower or any Credit Party fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Majority Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower (or the subject Credit Party) will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Pool Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or any Subsidiary Guarantor or for which the Borrower or any Subsidiary Guarantor is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Pool Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower or any Subsidiary Guarantor is first given notice that such Lien has been placed against the Pool Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Pool Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Pool Property.

Environmental Matters. The Borrower and each Neither the Property nor Borrower's use or operation of its Subsidiaries the Property is in compliance with all Environmental Laws governing its businessviolation of or subject to any existing, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticepending, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower's and Guarantor's knowledge, threatened wherein an unfavorable decisioninvestigation or inquiry by any governmental authority or any remedial obligations under any Applicable Environmental Law, ruling or finding would reasonably be expected to have a Material Adverse Effect. There and there are no facts, circumstances, conditions or occurrences on circumstances known to it that require reporting or disclosure to any Real Property now or at any time owned, leased or operated by applicable governmental authority; Borrower has not obtained and to the Borrower or any best of its Subsidiaries knowledge is not required to obtain any permits, licenses, or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures or equipment in connection with the Property by reason of any environmental laws, rules or regulations, except as disclosed in writing to Lender; to the best of Borrower's knowledge no oil or petroleum products or derivatives, toxic or hazardous substances or solid wastes have been disposed of or released on the Property by Borrower unless done in accordance with Applicable Environmental Law, and Borrower agrees that it shall not in its use of the Property dispose of or release oil or petroleum products or derivatives, toxic or hazardous substances or solid wastes on the Property unless done in accordance with Applicable Environmental Law. Notwithstanding anything to the contrary herein, Borrower shall indemnify and hold Lender harmless from and against any Property adjacent to any such fines, charges, expenses, fees, reasonable attorneys' fees and costs incurred by Lender because the Property, or the Borrower's use or operation of the Real Property, including any improvements thereon (whether or not due to any fault of Borrower but not due to any fault of the Lender while Lender is in actual possession of the Property) is hereafter determined to be in violation of any Applicable Environmental Law, rules or regulations due to causes occurring during Borrower's possession and/or ownership of the Property, and this indemnity shall survive the payment of the Obligations (as that are known term is defined in the Mortgage), the expiration of the lien under the Mortgage, the release or any foreclosure of the Mortgage or the transfer of the Property in lieu of foreclosure. In the event the Property is determined by any governmental agency or otherwise to be in violation of any Applicable Environmental Laws, rules or regulations relating to the environment (including, without limitation, any determination that oil or petroleum products or derivatives, toxic or hazardous substances have been released or disposed of on the Property such that the presence of such oil or petroleum products or derivatives, toxic or hazardous substances is in violation of any federal, state or local laws, rules or regulations, whether or not the same were placed thereon by Borrower), Borrower shall within the time period permitted by any applicable governmental agency having jurisdiction thereof and in any event within sixty (60) days of written notice from Lender, whichever is sooner, commence such action as may be necessary and approved by the applicable governmental agencies having jurisdiction thereof to bring the Property into compliance with the Applicable Environmental Law, rules and regulations Borrower or as represents and warrants to which Lender that the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: Property (i) contains no facilities that are subject to form the basis of an Environmental Claim against the reporting (by either Borrower or Manager thereon or other person or entity in possession or occupancy of any of its Subsidiaries or any Real Property portion thereon) under Section 312 of the Borrower Federal Emergency Planning and Community Right-To-Know Act of 1986 (42 U.S.C. Section 11022); is not the site of any underground storage tanks for which notification is required under 42 U.S.C. Section 6991a and applicable state or any of its Subsidiarieslocal law; or and (ii) to cause such Real Property to be subject to any restrictions is not listed on the ownershipComprehensive Environmental Response, occupancyCompensation, use or transferability and Liability Information System in accordance with Section 116 of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectCERCLA (42 U.S.C. Section 9616).

Environmental Matters. The Borrower (a) Schedule 4.10 hereto lists all facts, circumstances and each events to the Knowledge of its Subsidiaries is BancTrust that relate to any material noncompliance, alleged noncompliance or potential noncompliance by BancTrust or any BancTrust Subsidiary with any Environmental Law or any material liability or potential liability by BancTrust or any BancTrust Subsidiary under any such law. (b) Except as contained in Schedule 4.10, BancTrust and the BancTrust Subsidiaries, including the properties owned, leased, managed, controlled or operated by BancTrust and the BancTrust Subsidiaries, are in compliance in all material respects with all Environmental Laws governing its businessLaws, except to the extent that for any such failure to comply (together with any resulting penalties, fines or forfeituresviolation(s) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower not, singly or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effectmaterial adverse effect on the business, financial condition, results of operations or prospects of BancTrust and the BancTrust Subsidiaries taken as a whole. There are no Environmental Claims pending orNeither BancTrust nor any BancTrust Subsidiary has received any communication alleging that it is not in such compliance and, to the best knowledge Knowledge of BancTrust, there are no present circumstances that would prevent or interfere with the continuation of such compliance. (c) Except as contained in Schedule 4.10, to the Knowledge of BancTrust, none of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower properties in which BancTrust or any of its the BancTrust Subsidiaries holds a security interest is in violation of or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property liable under any Environmental Law, except in each any such case, such Environmental Claims violations or restrictions liabilities that individually would not singly or in the aggregate have a material adverse effect on the financial condition, results of operations, business or prospects of BancTrust and the BancTrust Subsidiaries taken as a whole. It is acknowledged by the parties to this Agreement that BancTrust has made no additional inquiry in regard to the matters reflected in this Section 4.10(c) as to such properties for the purpose of making the representations and warranties contained herein. (d) Except as contained in Schedule 4.10, to the Knowledge of BancTrust, there are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim or other claim or action or governmental investigation that could result in the imposition of any liability arising under any Environmental Law against BancTrust or any of the BancTrust Subsidiaries or against any person or entity whose liability for any Environmental Claim BancTrust or any of the BancTrust Subsidiaries has or may have been retained or assumed either contractually or by operation of law, except any such that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition, results of operations, business or prospects of BancTrust and the BancTrust Subsidiaries taken as a whole.

Environmental Matters. (a) The Borrower Company and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, business except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower Company and each of its Subsidiaries Subsidiaries, as conducted as of the Initial Borrowing Date, under any Environmental Law have been secured and the Borrower Company and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower Company or such Subsidiary is a party or that which would affect the ability of the Borrower Company or such Subsidiary to operate any Real Property real property and no event has occurred and is continuing thatwhich, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are as of the Initial Borrowing Date no Environmental Claims pending or, to the best knowledge of the BorrowerCompany, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower Company or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that which are known by the Borrower Company or as to which the Borrower Company or any such Subsidiary has received written notice, that could reasonably be expected: expected (i) to form the basis of an Environmental Claim against the Borrower Company or any of its Subsidiaries or any Real Property of the Borrower Company or any of its Subsidiaries; , or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Company or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower Except as set forth on Section 3.18 of the Apricus Disclosure Schedule, since January 1, 2015, Apricus and each of its Subsidiaries has complied with all applicable Environmental Laws, which compliance includes the possession by Apricus of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof, except for any failure to be in compliance that, individually or in the aggregate, would not result in an Apricus Material Adverse Effect. Except as set forth on Section 3.18 of the Apricus Disclosure Schedule, neither Apricus nor any of its Subsidiaries has received since January 1, 2015, any written notice or other communication (in writing or otherwise), whether from a Governmental Body, citizens group, employee or otherwise, that alleges that Apricus is not in compliance with all any Environmental Laws governing Law, and, to the Knowledge of Apricus, there are no circumstances that may prevent or interfere with Apricus’ or any of its businessSubsidiaries’ compliance with any Environmental Law in the future, except to the extent that any where such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a an Apricus Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct Except as set forth on Section 3.18 of the business Apricus Disclosure Schedule, to the Knowledge of the Borrower and each Apricus: (i) no current or prior owner of any property leased or controlled by Apricus or any of its Subsidiaries under has received since January 1, 2015, any Environmental Law have been secured and the Borrower and each written notice or other communication relating to property owned or leased at any time by Apricus or any of its Subsidiaries, whether from a Governmental Body, citizens group, employee or otherwise, that alleges that such current or prior owner or Apricus or any of its Subsidiaries is not in substantial compliance therewith, except for with or violated any Environmental Law relating to such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower property and (ii) neither Apricus nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property material liability under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower and each (a) As of its Subsidiaries is the Closing, except in compliance with all Environmental Laws governing its business, except to the extent in a manner that any such failure to comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for subject the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower Buyer or any of its Subsidiaries subsidiaries to material liability, no Hazardous Materials are present on the Galion Facility or were present on any Property adjacent to any such Real Property, that are known by other real property at the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property time it ceased to be subject to any restrictions on owned, operated, occupied, controlled or leased by Buyer. To the ownership, occupancy, use or transferability knowledge of such Real Property under any Environmental LawBuyer, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would as could not reasonably be expected to subject Buyer or any of its subsidiaries to material liability, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any Galion Facility. (b) Buyer has conducted all Hazardous Material Activities relating to its business in compliance in all material respects with all applicable Environmental Laws. To Buyer’s knowledge, the Hazardous Materials Activities of Buyer or any of its subsidiaries prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (c) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Buyer’s knowledge, threatened, concerning or relating to any Hazardous Materials Activity of Buyer or any of its subsidiaries. (d) Buyer is not aware of any fact or circumstance, which could result in any Environmental Liabilities which could reasonably be expected to result in a Material Adverse EffectEffect on Buyer. Buyer has not, nor has any of its subsidiaries, entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of Buyer or any of its subsidiaries. (e) Buyer has delivered to Seller or made available for inspection by Seller and its agents, representatives and employees all records in the Buyer’s possession concerning the Hazardous Materials Activities of Buyer and its subsidiaries relating to its business and all environmental audits and environmental assessments of the Galion Facility conducted at the request of, or otherwise in the possession of Buyer.

Environmental Matters. The No substance deemed hazardous by any Applicable Environmental Law, has been placed (i) on any real property fee title to which is now owned by the Borrower and each or any of its Restricted Subsidiaries is or (ii) by Borrower or any of its Restricted Subsidiaries on any real property leased by the Borrower or any of its Restricted Subsidiaries, in compliance either case in a manner which does not comply with all Applicable Environmental Laws governing its businessLaws, except to the extent that any such the failure to so comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the The Borrower and each of its Restricted Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is are not in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach violation of or default under subject to any applicable writexisting, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower's Senior Officers, threatened wherein an unfavorable decisioninvestigation or inquiry by any Tribunal or to any remedial obligations under any Applicable Environmental Laws, ruling or finding the effect of which would reasonably be expected to have a Material Adverse Effect. There are no factsThe Borrower and its Restricted Subsidiaries have not failed to obtain any permits, circumstanceslicenses or similar authorizations (other than certificates of occupancy and building permits and other authorizations required to construct, conditions occupy, operate or occurrences on use any Real Property now buildings, improvements, fixtures, and equipment forming a part of any real property owned or at any time owned, leased or operated by the Borrower or any Restricted Subsidiary of its Subsidiaries or on any Property adjacent to any such Real Property, the Borrower) that are known required by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Applicable Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental LawLaws, except in each such case, such Environmental Claims or restrictions to the extent that individually or in the aggregate failure to so obtain would not reasonably be expected to have a Material Adverse Effect. No hazardous substances or solid wastes have been disposed of or otherwise released (i) on or to the real property fee title to which is owned by the Borrower or any of its Restricted Subsidiaries or (ii) by Borrower or any of its Restricted Subsidiaries on or to any real property leased by Borrower or any of its Restricted Subsidiaries, all within the meaning of the Applicable Environmental Laws, the effect of which would reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower (i) Each Obligor and its Property comply in all respects, and the businesses, activities and operations of each Obligor and the use of its Subsidiaries is Property comply in compliance all respects, with all Environmental Laws governing its businessLaws, Environmental Permits and Environmental Orders except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses; further, permitsthe Principal Borrower does not have Knowledge of any facts which result in, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under constitute, or are likely to give rise to, non-compliance with any Environmental Law have been secured Laws, Environmental Permits or Environmental Orders, which facts or non-compliance would reasonably be expected to result in a Material Adverse Effect. (ii) Each Obligor has obtained all Environmental Permits which are then required in relation to its Property or in respect of their respective businesses, activities, and operations except to the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the extent failure to secure or to comply therewith is do so would not reasonably likely be expected to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice; all such Environmental Permits are valid and in full force and effect, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has violations thereof have occurred which are continuing and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding which would reasonably be expected to have a Material Adverse Effect. There ; no proceedings are pending and, to the Knowledge of the Principal Borrower, no facts, circumstances, conditions proceedings are being taken by any Governmental Authority to remove or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or invalidate any of its Subsidiaries the Environmental Permits, the removal or on any Property adjacent to any such Real Property, that are known by the Borrower or as to invalidation of which the Borrower or any such Subsidiary has received written notice, that could would reasonably be expected: (i) expected to form the basis of an have a Material Adverse Effect; and there is no reasonable reason to believe that any Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property Permits required to be subject obtained after the date hereof will not be issued pursuant to any restrictions on applications made for such Environmental Permits if the ownershipfailure to have such Environmental Permit would reasonably be expected to have a Material Adverse Effect. (iii) The businesses, occupancyactivities and operations of each Obligor which have generated, use manufactured, refined, treated, transported, stored, handled, disposed, transferred, produced or transferability of such Real Property under any processed Hazardous Materials have done so in compliance in all respects with all Environmental LawLaws, Environmental Permits and Environmental Orders, except in each to the extent such case, such Environmental Claims or restrictions that individually or in the aggregate failure to so comply would not reasonably be expected to have a Material Adverse Effect. (iv) All contaminants and other Hazardous Materials owned or controlled by an Obligor and disposed of, treated or stored on or in relation to their Property have been or are in the process of being disposed of, treated and stored in compliance in all respects with all Environmental Laws, Environmental Permits and Environmental Orders, except to the extent such failure to so comply would not reasonably be expected to have a Material Adverse Effect. (v) No Obligor has received written notice of any material non-compliance under any Environmental Laws, Environmental Permits or Environmental Orders, nor has Knowledge of any facts which could give rise to any notice of non-compliance with any Environmental Laws, Environmental Permits and Environmental Orders, which facts or non-compliance would have a Material Adverse Effect, or except as previously disclosed to the Agent in writing, any notice that an Obligor is a potentially responsible party for a federal, provincial, regional, municipal or local clean-up or corrective action in connection with their Property which, if not complied with, would reasonably be expected to have a Material Adverse Effect. (vi) To the Knowledge of the Principal Borrower, each Obligor has maintained all environmental and operating documents and records in the manner and for the time periods required to comply in all respects with all Environmental Laws, Environmental Permits and Environmental Orders, except where failure to do so would not reasonably be expected to have a Material Adverse Effect. (vii) Each Obligor has in effect a management structure and policies and procedures that will permit such Obligor to effectively manage environmental risk and respond in a timely manner in compliance with the Environmental Laws, Environmental Orders and Environmental Permits in the event of Release of Hazardous Materials in, on or under Property of such Obligor. (viii) Each Obligor is in compliance in all material respects with the NEB’s Reasons for Decision MH-001-2013 dealing with the Obligors’ requirement to establish and maintain pipeline abandonment trust funds.

Environmental Matters. The Borrower and each Promptly upon obtaining knowledge thereof, International shall deliver to the Bank notice of (i) any pending or threatened Environmental Claim against International or any of its Subsidiaries is in compliance or any real property of International or any of its Subsidiaries unless such Environmental Claim could not, individually or when aggregated with all other such Environmental Laws governing its businessClaims, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations ; (ii) any condition or approvals required for the conduct occurrence on any real property of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations International or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is (A) results in any respect in material noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower by International or such Subsidiary is a party with any applicable Environmental Law unless such noncompliance could not, individually or that would affect the ability of the Borrower or when aggregated with all other such Subsidiary to operate any Real Property and no event has occurred and is continuing thatnon-compliance claims, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions ; (iii) any condition or occurrences occurrence on any Real Property now or at any time owned, leased or operated by the Borrower or any real property of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, International that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) anticipated to cause such Real Property real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property real property under any Environmental LawLaw unless such restrictions could not, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not when aggregated with all other such restrictions, reasonably be expected to have a Material Adverse Effect; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any real property of International or any of its Subsidiaries, unless the presence of such Hazardous Materials and the removal or remedial action in response thereto could not, individually or when aggregated with all such other occurrences or events, reasonably be expected to have a Material Adverse Effect. All such notices shall describe in reasonable detail the nature, to the extent known, of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto of International or of its applicable Subsidiary. In addition, International will provide the Bank with copies of all material written communications with any government or governmental agency relating to Environmental Law, all material communications with any government or governmental agency relating to Environmental Claims, and such detailed reports of any Environmental Claim, in each case as they relate to the Mortgaged Properties as may reasonably be requested in writing from time to time by the Bank.

Environmental Matters. The Borrower Except as set forth on Section 2.21 of the Chaparral Disclosure Schedules: (a) Neither Chaparral nor any Subsidiary is the subject of any pending Order, judgment or written claim asserted or arising under any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect. (b) Neither Chaparral nor any Subsidiary has entered into any negotiations or agreements with any Person under any Environmental Law, which has or would reasonably be expected to have a Material Adverse Effect. (c) To the knowledge of Chaparral, Chaparral and each Subsidiary, and the ownership and operation of its Subsidiaries is all assets in which Chaparral or any Subsidiary has an ownership interest, are in compliance with all applicable Environmental Laws governing its businessLaws, including obtaining and complying with all permits or authorizations required pursuant to Environmental Laws, except to the extent that any where such failure to be comply (together with any resulting penalties, fines or forfeitures) Environmental Laws would not reasonably be expected to have a Material Adverse Effect. All licenses (d) To the knowledge of Chaparral, permitsthere are no conditions existing on, registrations in, at, under, or approvals required for about or resulting from the conduct past or present operations of the business Chaparral or any Subsidiary or any other party that may give rise to any on-site or off-site investigation or remedial obligations of the Borrower and each of its Subsidiaries Chaparral or any Subsidiary under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaws, except for where such licenses, permits, registrations investigation or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate remedial obligation would not reasonably be expected to have a Material Adverse Effect. (e) To the knowledge of Chaparral, neither Chaparral nor any Subsidiary currently owns or operates, nor in the past has it owned or operated, any property that is on the United States Environmental Protection Agency’s National Priorities List or the Environmental Protection Agency’s CERCLIS list; (f) To the knowledge of Chaparral, all RCRA regulated hazardous waste for which Chaparral or any Subsidiary was the RCRA generator, has been managed in compliance with the applicable provisions of RCRA and any other Environmental Laws. (g) To the knowledge of Chaparral, no lien, deed notice or use restriction has been recorded pursuant to any Environmental Law with respect to the assets of Chaparral or any Subsidiary; (h) As used in this Agreement, the term “Environmental Laws” means all applicable: (i) federal statutes regulating or prescribing restrictions regarding the environment (air, water, land, animal and plant life), including but not limited to the following, as amended: the Clean Air Act, Clean Water Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right-to-Know Act, Endangered Species Act, Hazardous Materials Transportation Act, Migratory Bird Treaty Act, National Environmental Policy Act, Occupational Safety and Health Act, Oil Pollution Act of 1990, Resource Conservation and Recovery Act (“RCRA”), Safe Drinking Water Act, and Toxic Substances Control Act; (ii) any applicable regulations promulgated pursuant to such federal statutes; (iii) any applicable state law counterparts of such federal statutes and the regulations promulgated thereunder; and (iv) any other applicable state, local statutes, rules, regulations or ordinances, or tribal authority, regulating the use of or affecting the environment, each as currently in effect on the date of this Agreement. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Chaparral makes no representation or warranty related to any Environmental Laws, except for those representations and warranties set forth in this Section 2.21.

Environmental Matters. The Borrower 3.27.1 Except as would not, singly or in the aggregate with all other such instances of non-compliance, have a PharMerica Material Adverse Effect, PharMerica and each its Subsidiaries are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws (as hereinafter defined), which compliance includes, without limitation, the possession of all licenses, permits, registrations and other governmental authorizations (collectively, "Environmental Authorizations") required under all applicable Environmental Laws, and compliance with the terms and conditions thereof, and there are no circumstances of which PharMerica is aware which may materially prevent or interfere with such compliance in the future. To PharMerica's knowledge, all Environmental Authorizations currently held by PharMerica and its Subsidiaries pursuant to Environmental Laws are identified in Section 3.27.1 of the PharMerica Disclosure Statement and represent all Environmental Authorizations necessary for the conduct of the businesses of PharMerica and its Subsidiaries as currently conducted. Neither PharMerica nor any of its Subsidiaries has been notified, or has any reasonable basis to believe, that any such Environmental Authorizations will be modified, suspended or revoked or cannot be renewed or otherwise maintained in the ordinary course of business. To PharMerica's knowledge, the execution and delivery of this Agreement and the consummation by PharMerica of the transactions contemplated hereby will not affect the validity or require the transfer of any Environmental Authorizations, and will not require any notification, registration, reporting, filing, investigation or remediation under any applicable Environmental Laws. 3.27.2 There are no Environmental Notices (as hereinafter defined) that, singularly or in the aggregate, reasonably could be expected to have a PharMerica Material Adverse Effect (i) pending or, to the knowledge of PharMerica, threatened against PharMerica or any of its Subsidiaries, (ii) to the knowledge of PharMerica, pending or threatened against any person or entity whose liability for such Environmental Notice could reasonably be expected to be imputed or attributed by law or contract to PharMerica or any of its Subsidiaries, (iii) that to the knowledge of PharMerica could subject PharMerica to any material risk of liability, loss or damages, or (iv) that to the knowledge of PharMerica could reasonably be expected to require any material investigation, removal or remedial or corrective action by PharMerica or any of its Subsidiaries. Since December 31, 1997 neither PharMerica nor any of its Subsidiaries has received any Environmental Notice alleging that PharMerica or any of its Subsidiaries is subject to liability under any Environmental Law or that PharMerica or any of its Subsidiaries is not in full compliance with all applicable Environmental Laws governing its businessLaws. 3.27.3 There is no civil, except criminal or administrative action, suit, demand, claim, hearing, notice of violation, notice or demand letter or request for information or, to the extent that knowledge of PharMerica, investigation pending or, to the knowledge of PharMerica, threatened under any Environmental Law (i) against PharMerica or any of its Subsidiaries, or (ii) to the knowledge of PharMerica against any person or entity in connection with which liability could reasonably be expected to be imputed or attributed by law or contract to PharMerica or any of its Subsidiaries, except, with respect to each of clauses (i) and (ii), for such failure to comply (together with any resulting penaltiesdemands, fines claims, notices of violation, notice or forfeitures) would demand letters or requests for information which singly or in the aggregate could not reasonably be expected to have a PharMerica Material Adverse Effect. All licenses. 3.27.4 To the knowledge of PharMerica, permitsno property or facility presently or formerly owned, registrations operated or approvals required for the conduct of the business of the Borrower and each leased by PharMerica or any of its Subsidiaries present Subsidiaries, or to the knowledge of PharMerica any of its former Subsidiaries, or any of their respective predecessors in interest, is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), or on any comparable list established under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaw, except for such licenses, permits, registrations nor has PharMerica or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries received any written notification of potential or actual liability or any request for information under CERCLA or any comparable foreign, state or local law. 3.27.5 Other than in material compliance with applicable Environmental Laws, there has received written noticebeen no disposal, spill, discharge or otherwise knowsrelease of any Hazardous Materials (as hereinafter defined) generated, that it is in any respect in noncompliance withused, breach of owned, stored or default under any applicable writcontrolled by PharMerica, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the BorrowerPharMerica, threatened wherein an unfavorable decisionany of its Subsidiaries or any of their respective predecessors in interest on, ruling at or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions under any property presently or occurrences on any Real Property now or at any time formerly owned, leased or operated by PharMerica, or, to the Borrower knowledge of PharMerica, its Subsidiaries, or any predecessors in interest, and to the knowledge of PharMerica there are no Hazardous Materials located in, at, on or under, or in the vicinity of, any such facility or property, or at any other location, that (i) could reasonably be expected to subject PharMerica to a material risk of liability, loss or damages, or result in PharMerica's incurring material costs under any Environmental Law, (ii) could reasonably be expected to form the basis of any material Environmental Notice against or with respect to PharMerica or any of its Subsidiaries, or against any person or entity whose liability for any Environmental Notice could reasonably be expected to be imputed or attributed by law or contract to PharMerica or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that (iii) could reasonably be expected: expected to require material investigation, removal or remedial or corrective action by PharMerica or any of its Subsidiaries, that in any case singularly or in the aggregate reasonably could be expected to have a PharMerica Material Adverse Effect. 3.27.6 Other than in material compliance with applicable Environmental Laws, without in any way limiting the generality of the foregoing, to the knowledge of PharMerica (i) to form the basis of an Environmental Claim against the Borrower there are and have been no underground or aboveground storage tanks or other storage receptacles or related piping or other disposal areas containing Hazardous Materials located on, at or under property owned, operated or leased by PharMerica, any of its Subsidiaries or any Real Property of the Borrower their respective predecessors in interest, (ii) there are and have been no polychlorinated biphenyls located on any properties owned, operated or leased by PharMerica or any of its Subsidiaries; , and (iii) there is no asbestos contained in or (ii) to cause such Real Property to be subject to forming part of any restrictions on building, building component, structure or office space owned, operated or leased by PharMerica or any of its Subsidiaries. 3.27.7 To the ownershipknowledge of PharMerica, occupancy, use or transferability of such Real Property no lien has been recorded under any Environmental LawLaw with respect to any properties, except assets or facilities owned, operated or leased by PharMerica or any of its Subsidiaries. 3.27.8 PharMerica has given Bergen and its authorized representatives access to all records and files in each such caseits possession or control relating to actual or potential compliance or liability issues of PharMerica or its Subsidiaries and any of their respective predecessors in interest under any Environmental Laws, such including, without limitation, all reports, studies, analyses, tests or monitoring results pertaining to the existence of Hazardous Material or any other environmental concern relating to properties, assets or facilities currently or formerly owned, operated, managed, leased, used or controlled by PharMerica or any of its Subsidiaries, or otherwise concerning compliance with or liability under any Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws. 3.27.9 For purposes of this Agreement:

Environmental Matters. The Borrower (i) Each of Cinergy, its subsidiaries and each of its Subsidiaries the Cinergy Joint Ventures has been and is in compliance with all applicable Environmental Laws governing its business(as hereinafter defined), except to where the extent that any such failure to comply (together with any resulting penaltiesbe in such compliance, fines individually or forfeitures) would in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All licensesmaterial adverse effect on Cinergy. (ii) Each of Cinergy, permitsits subsidiaries and the Cinergy Joint Ventures has obtained all environmental Permits (collectively, registrations or approvals required the "Environmental Permits") necessary for the construction of their facilities and the conduct of the business their operations as of the Borrower date of this Agreement, as applicable, and each of all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Cinergy, its Subsidiaries under any Environmental Law have been secured subsidiaries and the Borrower Cinergy Joint Ventures are in compliance with all terms and each conditions of its Subsidiaries is in substantial compliance therewiththe Environmental Permits, except for such licenses, permits, registrations or approvals where the failure to secure obtain such Environmental Permits, of such Permits to be in good standing or, where applicable, of a renewal application to have been timely filed and be pending or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticebe in such compliance, individually or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that not had and could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a material adverse effect on Cinergy. (iii) There is no Environmental Claim (as hereinafter defined) pending: (A) against Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures; (B) to the knowledge of Cinergy, against any person or entity whose liability for such Environmental Claim has been retained or assumed either contractually or by operation of law by Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures; or (C) against any real or personal property or operations that Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures owns, leases or manages, in whole or in part, or, to the knowledge of Cinergy, formerly owned, leased or managed, in whole or in part, except in the case of clause (A), (B) or (C) for such Environmental Claims that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy. (iv) To the knowledge of Cinergy, there have not been any Releases (as hereinafter defined) of any Hazardous Material Adverse Effect(as hereinafter defined) that would be reasonably likely to form the basis of any Environmental Claim against Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures, in each case, except for such Releases that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy. (v) As used in this Section 3.01(n) and in Section 3.02(n):

Environmental Matters. The Borrower Borrower, CP Limited and each of its Subsidiaries is in --------------------- shall: (a) Comply with, and use all reasonable efforts to ensure compliance with by all tenants and subtenants of the Projects or other Property of Borrower, CP Limited and its Subsidiaries, if any, with, all applicable Environmental Laws governing its businessand obtain and comply with and maintain, and use all reasonable efforts to ensure that all such tenants and subtenants obtain (to the extent necessary) and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would do so could not be reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is ; provided that in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of shall the Borrower, threatened wherein an unfavorable decisionCP Limited or its Subsidiaries be required to modify the terms of leases, ruling or finding would renewals thereof, with existing tenants (i) at Projects owned by the Borrower, CP Limited or its Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Borrower, CP Limited or its Subsidiaries as of the date of such acquisition, to add provisions to such effect. (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions with respect to the Projects and other Property of Borrower, CP Limited and its Subsidiaries required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use Borrower or transferability of such Real Property under any Environmental Law, except CP Limited has determined in each such case, such Environmental Claims or restrictions good faith that individually or contesting the same is not in the aggregate would best interests of the Borrower, CP Limited and its Subsidiaries and the failure to contest the same could not be reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless Bank, and its respective officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower, CP Limited, its Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. This indemnity shall continue in full force and effect regardless of the termination of this Agreement. (d) Prior to the acquisition of a new Project after the Agreement Execution Date, perform or cause to be performed an environmental investigation which investigation shall at a minimum comply with the specifications and procedures attached hereto as Exhibit E. In connection with any such --------- investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to the Bank upon reasonable request, for informational purposes and to assure compliance with the specifications and procedures.

Environmental Matters. The Borrower shall, and each of its shall cause the Parent and their respective Subsidiaries is in to: (a) Comply with, and use all reasonable efforts to ensure compliance with by all tenants and subtenants, if any, with, all applicable Environmental Laws governing its businessand obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would do so could not be reasonably be expected to have a Material Adverse Effect. All licenses; provided that in no event shall the Parent, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party their respective Subsidiaries be required to modify the terms of leases, or that would affect renewals thereof, with existing tenants (i) at Projects owned by the ability of Parent, the Borrower or their respective Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Parent, the Borrower or their respective Subsidiaries as of the date of such Subsidiary acquisition, to operate any Real Property add provisions to such effect. (b) Conduct and no event has occurred complete all investigations, studies, sampling and is continuing thattesting, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with the passage all lawful orders and directives of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderall Governmental Authorities regarding Environmental Laws, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of the Borrower, threatened wherein an unfavorable decision, ruling or finding would such proceedings could not be reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except Borrower has determined in each such case, such Environmental Claims or restrictions good faith that individually or contesting the same is not in the aggregate would best interests of the Parent, the Borrower and their respective Subsidiaries and the failure to contest the same could not be reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless Administrative Agent and each Lender, and its respective officers, directors, agents and representatives from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Parent, the Borrower, their respective Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefore. This indemnity shall continue in full force and effect regardless of the termination of this Agreement. (d) Prior to the acquisition of a new Project after the Agreement Effective Date, perform or cause to be performed a commercially reasonable environmental investigation with respect to such Project. In connection with any such investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes and to assure compliance with the specifications and procedures.

Environmental Matters. (a) The Borrower and each of its Subsidiaries is Subject SDTS Operations have been conducted, since June 1, 2013, in compliance with all applicable Environmental Laws governing its businessLaws, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) so conduct the Subject SDTS Operations would not reasonably be expected to have a an SDTS Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct . (b) As of the business date hereof, SDTS holds itself or SU holds on its behalf, and as of the Borrower and each of its Subsidiaries under any Closing SDTS AssetCo will hold, all Environmental Law have been secured and Permits necessary to conduct the Borrower and each of its Subsidiaries is in substantial compliance therewithSubject SDTS Operations as they are currently conducted, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or hold such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate Permits would not reasonably be expected to have a an SDTS Material Adverse Effect. (c) Except as do not affect the SDTS Assets or the Subject SDTS Operations in any material respect and for which Oncor would not be subject to any material liability from acquiring the SDTS Package as a result of the SDTS Merger, since June 1, 2013, no written notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been issued to or filed against any SDTS Entity relating to any alleged material failure to comply with any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material liability on the part of any SDTS Entity. (d) Since June 1, 2013, no SDTS Entity has generated, treated, stored or disposed of (or arranged for the generation, treatment, storage, or disposal of), and no SDTS Entity has Released, Hazardous Materials in a manner that would reasonably be expected to result in material environmental liability on the part of Oncor following the Closing. (e) To the Knowledge of SDTS, the SDTS Entities have made available, or caused to be made available, to Oncor copies of all environmental reports or assessments prepared (x) since June 1, 2013 or (y) in connection with the acquisition of assets from Cap Rock Holding Corporation completed in 2010 that are in the possession or control of any SDTS Entity with respect to compliance by any SDTS Entity with Environmental Laws, the environmental condition of any SDTS Assets, or any environmental liability of any SDTS Entity related to the SDTS Assets or the Subject SDTS Operations (including all Phase I and Phase II Environmental Site Assessment reports, investigations and studies). (f) Since July 13, 2010, the SDTS Entities have not assumed any material environmental liabilities of another Person that are included in the SDTS Liabilities. (g) Except as do not affect the SDTS Assets or the Subject SDTS Operations in any material respect and for which Oncor would not be subject to any material liability from acquiring the SDTS Package as a result of the SDTS Merger, to the Knowledge of SDTS, there currently are not and never have been any power generation facilities (other than back-up generation equipment) on any of the SDTS Real Property. (h) The representations and warranties set forth in this Section 4.11 are the sole and exclusive representations and warranties of the SDTS Entities with respect to matters relating to Environmental Laws or Hazardous Materials.

Environmental Matters. The (a) Borrower shall comply and shall cause each of its Subsidiaries is Mortgaged Property owned or leased by a Property Borrower to comply in compliance all material respects with all applicable Environmental Laws governing its businesscurrently or hereafter in effect, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Borrower shall take such Remedial Action or other action as required by Environmental Law or any Governmental Authority except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the Default Rate from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the state where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

Environmental Matters. The Borrower Except as set forth in Alphabet's SEC Reports filed prior to the date hereof and except for those matters that would not, individually or in the aggregate, reasonably be expected to have an Alphabet Material Adverse Effect: (i) Alphabet and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower neither Alphabet nor any of its Subsidiaries has received any written noticecommunication from any Person or Governmental Entity that alleges that Alphabet or any of its Subsidiaries is not in compliance with applicable Environmental Laws. (ii) Alphabet and each of its Subsidiaries has obtained or has applied for all Environmental Permits necessary for the construction of its facilities or the conduct of its operations, or otherwise knowsand all those Environmental Permits are in effect or, that it is in any respect in noncompliance withwhere applicable, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event renewal application has occurred been timely filed and is continuing thatpending agency approval, and Alphabet and its Subsidiaries are in compliance with the passage all terms and conditions of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. Environmental Permits. (iii) There are is no Environmental Claims Claim pending or, to the best knowledge of the BorrowerAlphabet, threatened wherein an unfavorable decision(i) against Alphabet or any of its Subsidiaries, ruling (ii) against any Person whose liability for any Environmental Claim has been retained or finding assumed contractually by Alphabet or any of its Subsidiaries, or (iii) against any real or personal property or operations which Alphabet or any of its Subsidiaries owns, leases or operates, in whole or in part. (iv) There have been no Releases of any Hazardous Material that would be reasonably be expected likely to have a Material Adverse Effect. There are no factsform the basis of any Environmental Claim against Alphabet or any of its Subsidiaries, circumstances, conditions or occurrences on against any Real Property now Person whose liability for any Environmental Claim has been retained or at assumed contractually by Alphabet or any time of its Subsidiaries. (v) None of the properties owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real PropertyAlphabet, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property predecessor thereof are now, or were in the past, listed on the National Priorities List of the Borrower Superfund Sites or any of its Subsidiaries; or analogous state list (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions excluding easements that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effecttransgress those Superfund sites).

Environmental Matters. (a) The on-going operations of Borrower and each of its Restricted Subsidiaries is comply in compliance all respects with all Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) non-compliance which would not (if enforced in accordance with applicable law) result in liability which could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Restricted Subsidiaries has obtained all licenses, permits, authorizations and registrations required under any Environmental Law have been secured ("Environmental Permits") and the necessary for its ordinary course operations, all such Environmental Permits are in good standing, and Borrower and each of its Restricted Subsidiaries is in substantial compliance therewithwith all material terms and conditions of such Environmental Permits. (b) To the knowledge of Borrower, except for such licensesnone of Borrower, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has received or any of their respective present Property or operations is subject to any outstanding material written noticeorder from or agreement with any Governmental Authority nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse EffectHazardous Material. There are no Hazardous Materials or other conditions or circumstances existing with respect to any Property, or arising from operations prior to the Closing Date, of Borrower or any of its Restricted Subsidiaries that would reasonably be expected to give rise to Environmental Claims pending or, to the best knowledge with a potential liability of the Borrower, threatened wherein an unfavorable decision, ruling or finding would Borrower and its Restricted Subsidiaries that could reasonably be expected to have a Material Adverse EffectEffect for any such condition, circumstance or Property. There are no factsIn addition, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or (i) neither Borrower's nor any of its Subsidiaries or on Restricted Subsidiaries' Properties have any Property adjacent to any such Real Property, underground storage tanks (x) that are known by the Borrower not properly registered or as to which the Borrower permitted under applicable Environmental Laws, or any such Subsidiary has received written notice(y) that are leaking or disposing of Hazardous Materials off-site in an amount that would require remediation under Environmental Laws, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or and (ii) to cause such Real Property to be subject to Borrower's actual knowledge Borrower and its Restricted Subsidiaries have notified all of their employees of the existence, if any, of any restrictions on health hazard arising from the ownership, occupancy, use or transferability conditions of such Real Property their employment and have met all notification requirements under any Title III of CERCLA and all other Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Matters. The Borrower (a) Except as would not, singly or in the aggregate with all other such non-compliances, have an Vitalink Material Adverse Effect, Vitalink and each of its Subsidiaries is are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws governing its business(as hereinafter defined), except to which compliance includes, without limitation, the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All possession of all licenses, permits, registrations and other governmental authorizations (collectively, "Environmental Authorizations") required under applicable Environmental Laws, and compliance with the terms and conditions thereof, and there are no circumstances of which Vitalink is aware which may materially prevent or approvals required interfere with compliance in the future. To Vitalink's knowledge, all Environmental Authorizations currently held by Vitalink and its Subsidiaries pursuant to Environmental Laws are identified in Section 3.27(a)(1) of the Vitalink Disclosure Statement and represent all Environmental Authorizations necessary for the conduct of the business businesses of the Borrower Vitalink and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effectas currently conducted. Neither the Borrower Vitalink nor any of its Subsidiaries has received written noticebeen notified, or otherwise knowshas any reasonable basis to believe, that it is any such Environmental Authorizations will be modified, suspended or revoked or cannot be renewed or otherwise maintained in the ordinary course of business. To Vitalink's knowledge after due inquiry, the execution and delivery of this Agreement and the consummation by Vitalink of the transactions contemplated hereby will not affect the validity or require the transfer of any respect in noncompliance withEnvironmental Authorizations, breach of and will not require any notification, registration, reporting, filing, investigation or default remediation under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and Environmental Law. (b) There are no event has occurred and is continuing Environmental Notices (as hereinafter defined) that, with the passage of time singularly or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, reasonably could be expected to have a an Vitalink Material Adverse Effect. There are no Environmental Claims Effect (i) pending or, to the best knowledge of the BorrowerVitalink, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Vitalink or any of its Subsidiaries; , (ii) to Vitalink's knowledge pending or threatened against any person or entity whose liability for such Environmental Notice may have been retained or assumed by or could reasonably be imputed or attributed by law or contract to Vitalink or any of its Subsidiaries, (iii) that to Vitalink's knowledge could subject Vitalink to any material risk of liability, loss or damages, or (iv) that to Vitalink's knowledge could reasonably be expected to require investigation, removal or remedial or B-21 (c) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, notice or demand letter or request for information or, to the best knowledge of Vitalink, investigation pending or threatened under any Environmental Law (i) against Vitalink or any of its Subsidiaries, or (ii) to cause such Real Property the knowledge of Vitalink against any person or entity in connection with which liability could reasonably be imputed or attributed by law or contract to be subject to Vitalink or any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Lawits Subsidiaries, except in with respect to each of clause (i) and (ii) for such casedemands, such Environmental Claims claims, notices of violation, notice or restrictions that individually demand letters or requests for information which singly or in the aggregate would could not reasonably be expected to have a GranCare Material Adverse Effect. (d) No property or facility presently or to the knowledge of Vitalink formerly owned, operated or leased by Vitalink or any of its present Subsidiaries, or to the knowledge of Vitalink any of its former Subsidiaries, or any of their respective predecessors in interest, is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), or on any comparable list established under any Environmental Law, nor has Vitalink or any of its Subsidiaries received any written notification of potential or actual liability or any request for information under CERCLA or any comparable foreign, state or local law. (e) There has been no disposal, spill, discharge or release of any Hazardous Materials (as hereinafter defined) generated, used, owned, stored or controlled by Vitalink, or to Vitalink's knowledge any of its Subsidiaries or any of their respective predecessors in interest, on, at or under any property presently or formerly owned, leased or operated by Vitalink, or to Vitalink's knowledge its Subsidiaries, or any predecessors in interest, and to Vitalink's knowledge there are no Hazardous Materials located in, at, on or under, or in the vicinity of, any such facility or property, or at any other location, that (i) could reasonably be expected to subject Vitalink to a material risk of liability, loss or damages, or result in the incurrence by Vitalink of costs under Environmental Laws, (ii) could reasonably be expected to form the basis of any Environmental Notice against or with respect to Vitalink or any of its Subsidiaries, or against any person or entity whose liability for any Environmental Notice may have been retained or assumed by or could be imputed or attributed by law or contract to Vitalink or any of its Subsidiaries or (iii) could reasonably be expected to require investigation, removal or remedial or corrective action by Vitalink or any of its Subsidiaries, that in any case singularly or in the aggregate, reasonably could be expected to have an Vitalink Material Adverse Effect. (f) Without in any way limiting the generality of the foregoing, to Vitalink's knowledge (i) there are and have been no underground or aboveground storage tanks or other storage receptacles, or related piping or other disposal areas containing Hazardous Materials, located on, at or under property owned, operated or leased by Vitalink, any of its Subsidiaries or any of their respective predecessors in interest, (ii) there are and have been no polychlorinated biphenyls located on any properties owned, operated or leased by Vitalink or any of its Subsidiaries, and (iii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned, operated or leased by Vitalink or any of its Subsidiaries. (g) To Vitalink's knowledge no lien has been recorded under Environmental Laws with respect to any properties, assets or facilities owned, operated or leased by Vitalink or any of its Subsidiaries. (h) In accordance with Section 5.05, Vitalink has given GranCare and its authorized representatives access to all records and files in its possession or control relating to actual or potential compliance or liability issues of Vitalink or its Subsidiaries and any of their respective predecessors in interest under Environmental Laws, including, without limitation, all reports, studies, analyses, tests or monitoring results pertaining to the existence of Hazardous Material or any other environmental concern relating to properties, assets or facilities currently or formerly owned, operated, managed, leased, used or controlled by Vitalink or any of its Subsidiaries, or otherwise concerning compliance with or liability under Environmental Laws. B-22

Environmental Matters. The Borrower and each of its Subsidiaries is in shall: (a) Comply with, and use all reasonable efforts to ensure compliance with by all tenants and subtenants of the Properties of Borrower and its Subsidiaries, if any, with, all applicable Environmental Laws governing its businessand obtain and comply with and maintain, and use all reasonable efforts to ensure that all such tenants and subtenants obtain (to the extent necessary) and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would do so could not be reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is ; provided that in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which no event shall the Borrower or such Subsidiary is a party its Subsidiaries be required to modify the terms of leases, or that would affect the ability of renewals thereof, with existing tenants (i) at Properties owned by the Borrower or its Subsidiaries as of the date hereof, or (ii) at Properties hereafter acquired by the Borrower or its Subsidiaries as of the date of such Subsidiary acquisition, to operate any Real Property add provisions to such effect. (b) Conduct and no event has occurred complete all investigations, studies, sampling and is continuing thattesting, and all remedial, removal and other actions with respect to the passage Properties of time or the giving Borrower and its Subsidiaries required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of notice or both, would constitute noncompliance, breach of or default thereunderall Governmental Authorities regarding Environmental Laws, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of the Borrower, threatened wherein an unfavorable decision, ruling or finding would such proceedings could not be reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except Borrower has determined in each such case, such Environmental Claims or restrictions good faith that individually or contesting the same is not in the aggregate would best interests of the Borrower and its Subsidiaries and the failure to contest the same could not be reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless Administrative Agent and each Lender, and their respective officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower, its Subsidiaries or its Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. This indemnity shall continue in full force and effect regardless of the termination of this Agreement. (d) Prior to the acquisition of a new Property after the Agreement Execution Date, perform or cause to be performed an environmental investigation which investigation shall at a minimum comply with the specifications and procedures attached hereto as Exhibit F. In connection with any such investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes and to assure compliance with the specifications and procedures.

Environmental Matters. The Borrower and each of its itsshall, and shall cause the Parent and their respective Subsidiaries is in shallto: (a) Comply with, and use all reasonable efforts to ensure compliance with by all tenants and subtenants, if any, with, all applicable Environmental Laws governing its businessand obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would do so could not be reasonably be expected to have a Material Adverse Effect. All licenses; provided that in no event shall the Parent, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party itstheir respective Subsidiaries be required to modify the terms of leases, or that would affect renewals thereof, with existing tenants (i) at Projects owned by the ability of Parent, the Borrower or itstheir respective Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Parent, the Borrower or itstheir respective Subsidiaries as of the date of such Subsidiary acquisition, to operate any Real Property add provisions to such effect. (b) Conduct and no event has occurred complete all investigations, studies, sampling and is continuing thattesting, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with the passage all lawful orders and directives of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderall Governmental Authorities regarding Environmental Laws, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of the Borrower, threatened wherein an unfavorable decision, ruling or finding would such proceedings could not be reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except Borrower has determined in each such case, such Environmental Claims or restrictions good faith that individually or contesting the same is not in the aggregate would best interests of the Parent, the Borrower and itstheir respective Subsidiaries and the failure to contest the same could not be reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless Administrative Agent and each Lender, and its respective officers, directors, agents and representatives from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Parent, the Borrower, itstheir respective Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefore. This indemnity shall continue in full force and effect regardless of the termination of this Agreement. (d) Prior to the acquisition of a new Project after the Agreement Effective Date, perform or cause to be performed a commercially reasonable environmental investigation with respect to such Project. In connection with any such investigation, Borrower shall cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes and to assure compliance with the specifications and procedures.

Environmental Matters. The Borrower (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and each its Subsidiaries, taken as a whole, no Hazardous Materials are present on any real property that is currently owned, operated, occupied, controlled or leased by the Company or any of its Subsidiaries or were present on any real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Company or its Subsidiaries, including the land, the improvements thereon, the groundwater thereunder and the surface water thereon. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any real property currently owned, operated, occupied, controlled or leased by the Company or any of its Subsidiaries or as a consequence of the acts of the Company, its Subsidiaries or their agents. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, the Company and its Subsidiaries have conducted all Hazardous Material Activities in compliance in all material respects with all applicable Environmental Law. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, the Hazardous Materials Activities of the Company and its Subsidiaries prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have complied in all material respects with all covenants and conditions of any Environmental Permit which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could reasonably be expected to cause any material Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (d) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of the Company, threatened, concerning or relating to any Environmental Permit or any Hazardous Materials Activity of the Company or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries is aware of any fact or circumstance that could result in compliance with all any Liability under an Environmental Laws governing its business, except Law which would reasonably be expected to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) have a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect. All licenses, permitsneither the Company nor any Subsidiary has entered into any Contract that may require it to guarantee, registrations reimburse, pledge, defend, hold harmless or approvals required for indemnify any other party with respect to liabilities arising out of Environmental Law or the conduct Hazardous Materials Activities of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Company or any of its Subsidiaries; . (f) The Company and the Subsidiaries have delivered to Parent or (ii) to cause such Real Property to be subject to any restrictions on the ownershipmade available for inspection by Parent and its agents, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or representatives and employees all material environmental site assessments and environmental audits in the aggregate would not reasonably be expected Company’s possession or control. The Company and its Subsidiaries have complied in all material respects with all environmental disclosure obligations imposed by applicable law with respect to have a Material Adverse Effectthis transaction.

Environmental Matters. (a) The Borrower Parent and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower Parent and each of its Subsidiaries under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Parent nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower Parent or such Subsidiary is a party or that would affect the ability of the Borrower Parent or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the BorrowerBorrowers, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower Parent or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that are known by the any Borrower or as to which the Borrower Parent or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower Parent or any of its Subsidiaries or any Real Property of the Borrower Parent or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Parent or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower (a) Except as would not, singly or in the aggregate with all other such non-compliances, have a GranCare Material Adverse Effect, GranCare and each of its Subsidiaries is are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws governing Laws, which compliance includes, without limitation, the possession of all Environmental Authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof, and there are no circumstances of which GranCare is aware which may materially prevent or interfere with compliance in the future. To GranCare's knowledge GranCare and its businessSubsidiaries have all Environmental Authorizations necessary for the conduct of the businesses of GranCare and its Subsidiaries as currently conducted. Neither GranCare nor any of its Subsidiaries has been notified, except or has any reasonable basis to the extent believe, that any such failure to comply Environmental Authorizations will be modified, suspended or revoked or cannot be renewed or otherwise maintained in the ordinary course of business. To GranCare's knowledge after due inquiry, the execution and delivery of this Agreement and the consummation by GranCare of the Merger, the Distribution and the other transactions contemplated hereby will not affect the validity or require the transfer of any Environmental Authorizations associated with the Institutional Pharmacy Business, and will not require any notification, registration, reporting, filing, investigation or remediation under any Environmental Law. (together with any resulting penaltiesb) There are no Environmental Notices that, fines singularly or forfeitures) would not in the aggregate, could reasonably be expected to have a GranCare Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims Effect (i) pending or, to the best knowledge of the BorrowerGranCare, threatened wherein an unfavorable decisionagainst GranCare or any of its Subsidiaries, ruling (ii) to GranCare's knowledge pending or finding would threatened against any person or entity whose liability for such Environmental Notice may have been retained or assumed by or could reasonably be imputed or attributed by law or contract to GranCare or any of its Subsidiaries, (iii) that to GranCare's knowledge could subject GranCare to any material risk of liability, loss or damages, or (iv) that to GranCare's knowledge could reasonably be expected to have a Material Adverse Effectrequire investigation, removal or remedial or corrective action by GranCare or any of its Subsidiaries. There are no factsSince May 31, circumstances1996, conditions or occurrences on neither GranCare nor any Real Property now or at of its Subsidiaries has received any time owned, leased or operated by the Borrower Environmental Notice alleging that GranCare or any of its Subsidiaries is subject to liability under any Environmental Law or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower GranCare or any of its Subsidiaries is not in full compliance with Environmental Laws. (c) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, notice or demand letter or request for information or to the best knowledge of GranCare, investigation pending or threatened under any Real Property of the Borrower Environmental Law (i) against GranCare or any of its Subsidiaries; , or (ii) to cause the knowledge of GranCare, against any person or entity in connection with which liability could reasonably be imputed or attributed by law or contract to GranCare or any of its Subsidiaries except with respect to each of clause (i) and (ii) for such Real Property to be subject to any restrictions on the ownershipdemands, occupancyclaims, use notices of violation, notice or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims demand letters or restrictions that individually requests for information which singly or in the aggregate would could not reasonably be expected to have a GranCare Material Adverse Effect. (d) No property or facility presently or to the knowledge of GranCare formerly owned, operated or leased by GranCare or any of its present Subsidiaries, or to the knowledge of GranCare any of its former Subsidiaries, or any of their respective predecessors in interest, is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under CERCLA, or on any comparable list established under any Environmental Law, nor has GranCare or any of its Subsidiaries received any written notification of potential or actual liability or any request for information under CERCLA or any comparable foreign, state or local law. (e) There has been no disposal, spill, discharge or release of any Hazardous Materials generated, used, owned, stored or controlled by GranCare, or to GranCare's knowledge any of its Subsidiaries, or any of their respective predecessors in interest, on, at or under any property presently or formerly owned, leased or operated by GranCare, or to GranCare's knowledge its Subsidiaries, or any predecessors in interest, and to GranCare's knowledge there are no Hazardous Materials located in, at, on or under, or in the vicinity of, any such facility or property, or at any other location, that (i) could reasonably be expected to subject GranCare to a material risk of liability, loss or damages, or result in the incurrence by GranCare of costs under Environmental Laws, (ii) could B-36 (f) Without in any way limiting the generality of the foregoing, to GranCare's knowledge (i) there are and have been no underground or aboveground storage tanks or other storage receptacles, or related piping or other disposal areas containing Hazardous Materials, located on, at or under property owned, operated or leased by GranCare, any of its Subsidiaries or any of their respective predecessors in interest, (ii) there are and have been no polychlorinated biphenyls located on any properties owned, operated or leased by GranCare or any of its Subsidiaries, and (iii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned, operated or leased by GranCare or any of its Subsidiaries. (g) To GranCare's knowledge no lien has been recorded under Environmental Laws with respect to any properties, assets or facilities owned, operated or leased by GranCare or any of its Subsidiaries. (h) In accordance with Section 5.05, GranCare has given Vitalink and its authorized representatives access to all records and files in its possession or control relating to actual or potential compliance or liability issues of GranCare or its Subsidiaries and any of their respective predecessors in interest under Environmental Laws, including, without limitation, all reports, studies, analyses, tests or monitoring results pertaining to the existence of Hazardous Material or any other environmental concern relating to properties, assets or facilities currently or formerly owned, operated, managed, leased, used or controlled by GranCare any of its Subsidiaries, or otherwise concerning compliance with or liability under Environmental Laws.

Environmental Matters. The Borrower Parent and each of its Subsidiaries is conducts in compliance with all the Ordinary Course of Business a review of the effect of existing Environmental Laws governing and existing Environmental Claims on its business, operations and properties, and as a result thereof Parent and each of its Subsidiaries has reasonably concluded that, except to as specifically disclosed in Schedule 6.12, such Environmental Laws and Environmental Claims could not, individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct . (a) The ongoing operations of the business of the Borrower Parent and each of its Subsidiaries under any comply in all respects with all Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaws, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is non-compliance which could not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is (if enforced in any respect in noncompliance with, breach of or default under any accordance with applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would law) reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any . (b) Parent and each of its Subsidiaries or on have obtained all licenses, permits, authorizations and registrations required under any Property adjacent to any Environmental Law (“Environmental Permits”) and necessary for their respective ordinary course operations, all such Real PropertyEnvironmental Permits are in good standing, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any and Parent and each of its Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits, except to the extent the failure to obtain any such Environmental Permit or to maintain any Real Property of the Borrower such Environmental Permit in good standing or any of its Subsidiaries; or (ii) to cause such Real Property otherwise to be subject to any restrictions on in compliance with the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would material terms thereof could not reasonably be expected to have a Material Adverse Effect. (c) None of Parent, any of its Subsidiaries or any of their respective property or operations is subject to any outstanding written order from or agreement with any Governmental Authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material that could reasonably be expected to have a Material Adverse Effect. (d) There are no Hazardous Materials or other conditions or circumstances existing with respect to any property of Parent or any of its Subsidiaries, or arising from operations prior to the Effective Date of Parent or any of its Subsidiaries, that could reasonably be expected to give rise to Environmental Claims that could reasonably be expected to have a Material Adverse Effect. In addition, (i) neither Parent nor any of its Subsidiaries has any underground storage tanks (A) that are not properly registered or permitted under applicable Environmental Laws, or (B) that are leaking or disposing of Hazardous Materials off-site, in each case, that could reasonably be expected to have a Material Adverse Effect, and (ii) Parent and its Subsidiaries have notified all of their employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under Title III of CERCLA and all other Environmental Laws.

Environmental Matters. The Borrower and each Except as set forth in Section 3.13 of its Subsidiaries the Disclosure Schedule: (a) Each of the MGM Acquired Entities is in compliance with all applicable Environmental Laws governing its business(which compliance includes, but is not limited to, the possession by each of the MGM Acquired Entities of all permits and other Governmental Approvals required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct None of the business MGM Acquired Entities has received any written or, to the knowledge of any of the Borrower MGM Acquired Entities, oral, notice from a Person alleging that any of the MGM Acquired Entities is not in such compliance, and there are no present or, to the knowledge of any of the MGM Acquired Entities, past or future, actions, activities, circumstances, conditions, events or incidents that may prevent or interfere with such compliance. All Governmental Approvals currently held by each of the MGM Acquired Entities pursuant to applicable Environmental Laws are set forth in Section 3.13 of the Disclosure Schedule. (b) Except for notice to an issuing Governmental Entity or the processing of an administrative amendment with an issuing Governmental Entity resulting from the change in control of the permittee or a change in the name or contact information of the Persons identified in the Governmental Approval resulting from the change in control, to the knowledge of any of the MGM Acquired Entities, no transfers of permits or other Governmental Approvals under Environmental Laws, and no additional permits or other Governmental Approvals under Environmental Laws, will be required to permit the Purchaser to conduct its Subsidiaries under business in full compliance with all applicable Environmental Laws immediately following the Closing Date, so long as such business is conducted in the same manner as conducted by each of the MGM Acquired Entities immediately prior to the Closing Date. All permits requiring a notice or application of an administrative amendment are set forth in Section 3.13(b) of the Disclosure Schedule. To the extent that any Environmental Law transfers or additional permits and other Governmental Approvals are required, each of the MGM Acquired Entities agrees to cooperate with the Purchaser to effect such transfers and obtain such permits and other Governmental Approvals prior to the Closing Date; provided that in the event a notice or application of an administrative amendment is required to be filed, the Governmental Entity may not provide formal acknowledgment of the requested change until they have been secured and advised that the Borrower and each of its Subsidiaries Closing has occurred. (c) There is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims Claim pending or, to the best knowledge of any of the BorrowerMGM Acquired Entities, threatened wherein an unfavorable decisionthreatened, ruling against any of the MGM Acquired Entities or, to the knowledge of any of the MGM Acquired Entities, against any Person whose liability for any Environmental Claim any of the MGM Acquired Entities has or finding may have retained or assumed either by Contract or by operation of Law, the adverse determination of which would reasonably be expected to have a Material Adverse Effect. . (d) There are no factspresent (or to the knowledge of any of the MGM Acquired Entities, past) actions, activities, circumstances, conditions conditions, events or occurrences on incidents, including the Release, threatened Release or presence of any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, Hazardous Materials that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could is reasonably be expected: (i) expected to form the basis of an any Environmental Claim against any of the Borrower MGM Acquired Entities, or, to the knowledge of any of the MGM Acquired Entities, against any Person whose Liability for any Environmental Claim any of the MGM Acquired Entities has or may have retained or assumed either by Contract or by operation of Law, the adverse determination of which would reasonably be expected to have a Material Adverse Effect. (e) None of the MGM Acquired Entities has, and to the knowledge of any of the MGM Acquired Entities, no other Person has placed, stored, deposited, 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, without any duty of its Subsidiaries nor undertaking of any investigation or inquiry by any Real Property of the Borrower MGM Acquired Entities, adjacent to any property currently or formerly owned, operated or leased by any of its Subsidiaries; the MGM Acquired Entities, except (i) for inventories of such substances to be used, and wastes generated therefrom, in the Ordinary Course of Business of any of the MGM Acquired Entities (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable Environmental Laws), or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate as would not reasonably be expected to have a Material Adverse Effect. (f) The MGM Parties have delivered or made available to Purchaser complete, accurate and current copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by or on behalf of the MGM Acquired Entities and in their possession pertaining to Hazardous Materials, if any, in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by any of the MGM Acquired Entities, or regarding the MGM Acquired Entities’ compliance with applicable Environmental Laws. (g) To the knowledge of any of the MGM Acquired Entities, none of the Real Property contains any of the following in violation of Environmental Laws or in such a manner that is reasonably expected to form the basis of an Environmental Claim: underground storage tanks; asbestos; polychlorinated biphenyls (PCBs); toxic mold; underground injection xxxxx; radioactive materials; or septic tanks or waste disposal pits in which process wastewater or any Hazardous Materials have been discharged or disposed, except for any violation that would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower (a) Each of the Borrowers and each of its their Subsidiaries is in compliance with all Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower Borrowers and each of its their Subsidiaries under any Environmental Law have been secured and the Borrower Borrowers and each of its their Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Borrowers nor any of its their Subsidiaries has have received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the any Borrower, threatened wherein herein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower Borrowers or any of its their Subsidiaries or on any Property property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower Borrowers or any of its their Subsidiaries or any Real Property of the Borrower Borrowers or any of its their Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would could not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrowers or any of their Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeituresa) Except as would not reasonably be expected to have a Material Adverse Effect. All licensesresult in liability to the Seller with respect to the Aesthetic Business or any Subsidiary, permitsneither the Seller with respect to the Aesthetics Business nor any Subsidiary has transported, registrations stored, used, manufactured, released, recycled, labeled, disposed, sold, generated, or approvals exposed its employees or any other person to, or distributed, manufactured, sold, transported or disposed of any product or waste containing any Hazardous Substance or product manufactured with ozone depleting substances, including without limitation, any required for labeling, payment of waste fees and compliance with any product take-back or product content requirements (collectively, “Hazardous Substance Activities”) in material violation of any Applicable Law. (b) The Seller with respect to the conduct of the business of the Borrower Aesthetic Business and each of its Subsidiaries under any Environmental Law Subsidiary have been secured and the Borrower and each of its Subsidiaries is are in substantial compliance therewithin all material respects with all Applicable Laws which prohibit, except for such licensesregulate or control Hazardous Substances or any Hazardous Substance Activity (collectively, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect“Environmental Laws”). Neither the Borrower Seller with respect to the Aesthetic Business nor any Subsidiary has received any written notice that forms or could be reasonably expected to form the basis of any material claim, action, suit, order, proceeding, hearing or investigation with respect to Environmental Laws, Hazardous Substance or Hazardous Substance Activity. (c) The Seller with respect to the Aesthetic Business and its Subsidiaries hold all permits, approvals, clearances, authorizations, licenses and registrations required pursuant to Environmental Laws (“Environmental Permits”), and have been and are in compliance with all such Environmental Permits. No suspension or cancellation of any of the Environmental Permits is pending or threatened. (d) Except in compliance with Environmental Laws in a manner that could not reasonably be expected to subject the Seller or its Subsidiaries to any material liability, and except as reasonably necessary to conduct the Aesthetics Business, no Hazardous Substances are present on any Leased Real Property or on any other real property previously owned, operated, occupied, leased or controlled by the Seller with respect to the Aesthetic Business or any Subsidiary (“Former Real Property”) at the time it ceased to be owned, operated, occupied, leased or controlled by the Seller with respect to the Aesthetic Business or any Subsidiary. (e) Except as would not reasonably be expected to result in material liability to the Seller with respect to the Aesthetic Business or its Subsidiaries, neither the Seller nor any of its Subsidiaries has received written noticeentered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or otherwise knows, that it is indemnify any other party with respect to liabilities arising out of any Environmental Laws or the Hazardous Substance Activities of the Seller with respect to the Aesthetic Business or any of its Subsidiaries. (f) The Seller with respect to the Aesthetic Business and its Subsidiaries are in any respect compliance in noncompliance all material respects with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There there are no Environmental Claims pending or, facts or circumstances likely to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling prevent or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated delay timely compliance by the Borrower Seller or any of its Subsidiaries with the European Directive 2002/96/EC on waste electrical and electronic equipment or European Directive 2002/95/EC on any the restriction of the use of certain hazardous substances in electrical and electronic equipment, and their respective implementing Laws; (g) The Seller and its Subsidiaries have made available to Purchaser all environmental site assessments and audit reports in the Seller’s possession or control which relate to the Leased Real Property adjacent to any such or Former Real Property. (h) Notwithstanding any other provision in this Agreement to the contrary, that are known by Section 2.23 contains the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis only representations and warranties of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectParent and Seller regarding environmental matters.

Environmental Matters. (a) The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, business except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries Subsidiaries, as conducted as of the Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that which would affect the ability of the Borrower or such Subsidiary to operate any Real Property real property and no event has occurred and is continuing thatwhich, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are as of the Closing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property property adjacent to any such Real Property, that which are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; , or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws and is reasonably likely to have a Material Adverse Effect.

Environmental Matters. The Borrower (a) Except as disclosed in writing to the Administrative Agent and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except Lender prior to the extent that any such failure to comply (together with any resulting penaltiesdate of this Agreement, fines or forfeitures) would which disclosed matters individually and in the aggregate are not reasonably be expected by Holdings or the Borrower to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower (i) Holdings and each of its Subsidiaries under has complied in all respects with all applicable Federal, state, local and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control, except to the extent of any failure so to comply which alone and together with other such failures is not reasonably expected to result in a Material Adverse Effect; (ii) none of Holdings or any Subsidiary of Holdings has received notice of any failure so to comply which alone or together with other such failures is reasonably expected to result in a Material Adverse Effect; and (iii) none of Holdings or any of its Subsidiaries manages, transports or stores any hazardous wastes, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Law have been secured Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air Act or the Clean Water Act, in violation of any applicable regulations promulgated pursuant thereto or of any other applicable law where such violation is reasonably likely to result, individually or together with other violations, in a Material Adverse Effect. (b) Except with respect to matters that, individually and in the aggregate, Holdings and the Borrower reasonably believe would not have a Material Adverse Effect, as of the Closing Date: (i) the operations of Holdings and each of its Subsidiaries is comply in substantial compliance therewithall respects with all Environmental Laws and, except for such licensesto the knowledge of Holdings or the Borrower after inquiry, permitsno conditions exist (including at properties leased or subleased to third persons) which would subject Holdings or its Subsidiaries to damages, registrations liabilities, penalties, injunctive relief or approvals the failure to secure clean-up costs under any Environmental Law or to comply therewith is not which require or are reasonably likely to have a Material Adverse Effect. Neither the Borrower nor require any Remedial Action under any Environmental Law; (ii) each of Holdings and its Subsidiaries has received written noticeobtained all Environmental Permits necessary for its operation or required by any Environmental Law, and all such Environmental Permits are in good standing, and none of Holdings or otherwise knows, that it its Subsidiaries has been cited by a Governmental Authority for violating any terms or conditions of such Environmental Permits within the five-year period prior to the Closing Date; (iii) none of Holdings or its Subsidiaries is in any respect in noncompliance with, breach of subject or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party to any Environmental Claim; (iv) with respect to present facilities and operations, none of Holdings or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing thatits Subsidiaries, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of Holdings or the Borrower, threatened wherein an unfavorable decisionany predecessor of such persons, ruling is subject to any outstanding written order or finding would reasonably be expected agreement with any Governmental Authority or private party respecting (A) any Environmental Law, (B) any Remedial Action under any Environmental Law, or (C) any Environmental Claim; (v) to have the knowledge of Holdings or the Borrower, none of the operations of any of Holdings or its Subsidiaries is the subject of any investigation by a Material Adverse Effect. There are Governmental Authority evaluating whether any Remedial Action under any Environmental Law is needed; (vi) none of Holdings or its Subsidiaries or, to the knowledge of Holdings or the Borrower, any predecessor of such persons has filed any notice under any Environmental Law indicating past or present treatment, storage or disposal of a hazardous waste as defined under 40 C.F.R. Parts 260 through 270 (in effect as of the Closing Date) or any state equivalent, or reporting a Release of a Contaminant; (vii) to the knowledge of Holdings or the Borrower except as permitted under any Environmental Law, none of Holdings or its Subsidiaries has experienced a Release of any Contaminant, and there has been no factsvoluntary disposal, circumstancesuse, conditions storage, recycling or occurrences on any Real Property now treatment on, under or at any time ownedproperty of such person (or in tanks or other facilities thereon) of any Contaminant which, leased if known to be present on such property, or operated present in soils or groundwater, would require Remedial Action under any Environmental Law; and (viii) no Lien in favor of any Governmental Authority for (A) any liability under any Environmental Law or (B) damages arising from or costs incurred by such Governmental Authority in response to a Release of a Contaminant into the Borrower or any of its Subsidiaries or on any Property adjacent environment has been recorded with respect to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis property of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower Holdings or any of its Subsidiaries; . For purposes of this Section 3.20(b), "knowledge" means the actual knowledge of any Responsible Officer of Holdings or (ii) to cause such Real Property to be subject to any restrictions on the ownershipRestricted Subsidiary, occupancyany officer of Holdings or any Restricted Subsidiary with responsibility for environmental compliance, use or transferability any plant or facilities manager with responsibility for overall management of such Real Property under plant or facility of Holdings or any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectof its Subsidiaries.

Environmental Matters. The Borrower Except as disclosed in writing to the Agent prior to the date hereof, the Company and each its Subsidiaries, and the plants and sites of its Subsidiaries is in compliance each, have complied with all Applicable Environmental Laws governing its businessLaws, except to the extent that except, in any such case, where such failure to so comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have result in a Material Adverse EffectChange. All licenses, permits, registrations or approvals required for Without limiting the conduct generality of the business of preceding sentence, neither the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach notice of or default under has actual knowledge of any applicable writ, order, judgment, injunction, actual or decree claimed or asserted failure so to comply with Applicable Environmental Laws or of any other Environmental Claim which the Borrower alone or together with all other such Subsidiary failures or Environmental Claims is a party or that material and would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except result in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse EffectChange. There are no Environmental Claims pending or, Except as disclosed in writing to the best knowledge Agent prior to the date hereof, neither the Company nor any of its Subsidiaries nor their plants or other sites manage, generate or dispose of, or during their respective period of use, ownership, occupancy or operation by the BorrowerCompany or its Subsidiaries have managed, threatened wherein generated, released or disposed of, any hazardous wastes, solid wastes, petroleum substances, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used or defined in the Applicable Environmental Laws, in material violation of or in a manner which would result in liability under the Applicable Environmental Laws or any other applicable Legal Requirement, or in a manner which would result in an unfavorable decision, ruling Environmental Claim except where such noncompliance or finding liability or Environmental Claim would reasonably be expected to have not result in a Material Adverse EffectChange. There The representation and warranty contained in this SECTION 8.13 is based in its entirety upon (a) current interpretations and enforcement policies that have been publicly disseminated and are no facts, circumstances, conditions used by Governmental Authorities charged with the enforcement of the Applicable Environmental Laws or occurrences on any Real Property now or at any time owned, leased or operated by which apply to the Borrower Company or any of its Subsidiaries or on any Property adjacent with respect to any such Real Propertyproperty or sites in a particular jurisdiction and (b) current levels of publicly disseminated scientific knowledge concerning the detection of, that are known by and the Borrower or as health and environmental risks associated with the discharge of, substances and pollutants regulated pursuant to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Applicable Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.

Environmental Matters. The Borrower (a) Except as set forth in Schedule 5.13, as of the Closing Date: (i) the Real Estate is free of contamination from any Hazardous Material except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Real Estate and each that could not reasonably be expected to result in Environmental Liabilities of Holdings or its Subsidiaries is in excess of $500,000 in the aggregate; (ii) neither Holdings nor any Subsidiary of Holdings has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate; (iii) Holdings and its Subsidiaries are and have been in compliance with all Environmental Laws governing its businessLaws, except to the extent for such noncompliance that any such failure to comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to result in Environmental Liabilities of Holdings or its Subsidiaries in excess of $500,000 in the aggregate; (iv) Holdings and its Subsidiaries have a Material Adverse Effect. All licensesobtained, permitsand are in compliance with, registrations or approvals all Environmental Permits required by Environmental Laws for the conduct operations of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewiththeir respective businesses as presently conducted or as proposed to be conducted, except for such licenses, permits, registrations or approvals where the failure to secure so obtain or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would Permits could not reasonably be expected to result in Environmental Liabilities of Holdings or its Subsidiaries in excess of $500,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) neither Holdings nor any Subsidiary of Holdings is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of Holdings or any Subsidiary of Holdings which could reasonably be expected to be in excess of $500,000 in the aggregate, and neither Holdings nor any Subsidiary of Holdings has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by, Holdings or any Subsidiary of Holdings; (vii) no notice has been received by Holdings or any Subsidiary of Holdings identifying any of them as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of any Responsible Officer of any the Credit Parties, there are no facts, circumstances or conditions that could reasonably be expected to result in any of Holdings or its Subsidiaries being identified as a “potentially responsible party” under CERCLA or analogous state statutes; and (viii) Holdings and its Subsidiaries have a Material Adverse Effectprovided to Agent copies of all environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to any of Holdings or its Subsidiaries to the extent the foregoing are in the possession, custody or control of Holdings or its Subsidiaries. (b) Holdings and Borrower each hereby acknowledges and agrees that Agent (i) is not now, and has not ever been, in control of any of the Real Estate or affairs of Holdings or its Subsidiaries and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence Holding’s or its Subsidiaries’ conduct with respect to the ownership, operation or management of any of their Real Estate or compliance with Environmental Laws or Environmental Permits.

Environmental Matters. The Borrower (a) Except as set forth in the Form 10 or Section 3.15 of the Disclosure Schedule, the Company and each the Company Subsidiaries hold, and are in compliance with, all material permits, licenses and government authorizations required for the Company and the Company Subsidiaries to conduct their respective businesses under any U.S. federal and state or foreign statutes and regulations relating to pollution or protection of its human health or the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and similar state laws ("Environmental Laws"), and the Company and the Company Subsidiaries is are otherwise in compliance with all applicable Environmental Laws governing its businessLaws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals where the failure to secure or to comply therewith is be in compliance would not be reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Form 10 or Section 3.15 of the Disclosure Schedule, none of the Company or any Company Subsidiary has been notified that it is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act or any similar state or foreign law with respect to any on-site or off-site location for which liability is currently being asserted which is reasonably likely to have a Company Material Adverse Effect. (c) Except as set forth in the Form 10 or Section 3.15 of the Disclosure Schedule, none of the Company or any Company Subsidiary is subject to any Order relating to compliance with any Environmental Law or to investigation or cleanup of substances regulated under any Environmental Law as hazardous which is reasonably likely to have a Company Material Adverse Effect. (d) Except as set forth in the Form 10 or Section 3.15 of the Disclosure Schedule, no substances regulated under Environmental Laws have been released, spilled, leaked, discharged, disposed of, pumped, poured emitted, emptied, injected, leached, dumped or allowed to escape at any property now or formerly owned, operated or leased by the Company or the Company Subsidiaries or any former Company subsidiaries which is reasonably likely to have a Company Material Adverse Effect. (e) Seller has provided Buyer copies of all material environmental inspections, investigations, studies, audits, tests, reviews or other analyses in Seller's possession or control conducted in relation to any property now or previously owned, operated or leased by the Company or the Company Subsidiaries or any former Company subsidiaries.

Environmental Matters. The Borrower Except for matters that, individually or in the aggregate, have not had and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Pine Material Adverse Effect. All licenses: (a) Pine and the Pine Subsidiaries are in compliance with all Environmental Laws, permitsand neither Pine nor any Pine Subsidiary has received any written communication from a Governmental Entity that alleges that Pine or any Pine Subsidiary is in violation of, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under has liability under, any Environmental Law have been secured or any Permit issued pursuant to Environmental Law; (b) Pine and the Borrower Pine Subsidiaries have obtained and each are in compliance with all Permits issued pursuant to any Environmental Law applicable to Pine, the Pine Subsidiaries and the Pine Properties and all such Permits are valid and in good standing and will not be subject to modification or revocation as a result of its Subsidiaries is the transactions contemplated by this Agreement (it being agreed that for purposes of this Section 4.13(a)(ii), effects resulting from or arising in substantial compliance therewith, except for such licenses, permits, registrations or approvals connection with the failure to secure or to comply therewith is not reasonably likely to have a matters set forth in clause (iv) of the definition of the term “Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is ” shall not be excluded in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is determining whether a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event Pine Material Adverse Effect has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There to occur); (c) there are no Environmental Claims pending or, to the best knowledge Knowledge of the BorrowerPine, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower against Pine or any of its Subsidiaries or on the Pine Subsidiaries; (d) there have been no Releases of any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, Hazardous Material that could reasonably be expected: (i) expected to form the basis of an any Environmental Claim against the Borrower Pine or any of its the Pine Subsidiaries or against any Real Property of the Borrower Person whose liabilities for such Environmental Claims Pine or any of its Subsidiariesthe Pine Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and (e) neither Pine nor any of the Pine Subsidiaries has retained or (ii) to cause such Real Property to be subject to assumed, either contractually or by operation of law, any restrictions on the ownership, occupancy, use liabilities or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions obligations that individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effectform the basis of any Environmental Claim against Pine or any of the Pine Subsidiaries.

Environmental Matters. (a) The Borrower operations of Seller with respect to the Business and each of its Subsidiaries is the Purchased Assets are currently and have been in compliance with all Environmental Laws governing its businessLaws. Seller has not received from any Person, except with respect to the extent that any such failure Business or the Purchased Assets, and to comply the Knowledge of Seller there is no threatened: (together with any resulting penaltiesi) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, fines which, in each case, either remains pending or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesunresolved, permits, registrations or approvals required for is the conduct source of ongoing obligations or requirements as of the business Closing Date. (b) Seller has obtained and is in material compliance with all Environmental Permits (each of which is set forth in Section 4.27(b) of the Borrower Disclosure Schedules) and each all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by Seller through the Closing Date in accordance with Environmental Law, no outstanding written notice of its Subsidiaries under revocation, cancellation or termination of any Environmental Law have Permit has been secured received by Seller, and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There there are no Environmental Claims Actions pending or, to the best knowledge Knowledge of Seller, threatened that seek the revocation, cancellation or termination of any Environmental Permit. Seller is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the BorrowerBusiness as currently conducted or the ownership, threatened wherein an unfavorable decisionlease, ruling operation or finding would reasonably be expected use of the Purchased Assets. With respect to have a Material Adverse Effect. There are no factseach such Environmental Permit, circumstancesSeller 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 status or terms and conditions of the same. (c) None of the Business or occurrences on the Purchased Assets or any Real Property now real property currently or at any time formerly owned, leased or operated by Seller in connection with the Borrower Business is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list. (d) There has been no Release of its Subsidiaries Hazardous Materials under any Environmental Law with respect to the Business or on the Purchased Assets or any Property adjacent to real property currently or formerly owned, leased or operated by Seller in connection with the threatened Business, and Seller has not received an Environmental Notice that any such Real Propertyof the Business or the Purchased Assets or any real property currently or formerly owned, that are known leased or operated by Seller in connection with the Borrower Business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Material. (e) Section 4.27(e) of the Disclosure Schedules sets forth a complete and accurate list of all active or abandoned aboveground or underground storage tanks currently or formerly owned or operated by Seller in connection with the Business or the Purchased Assets. (f) Section 4.27(f) of the Disclosure Schedules sets forth a complete and accurate list of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by Seller and any predecessors in connection with the Business or the Purchased Assets as to which Seller may retain liability, and none of these facilities or locations has been placed or proposed for placement on the Borrower National Priorities List (or CERCLIS) under CERCLA, or any similar state list, and Seller has not received any Environmental Notice regarding potential liabilities with respect to such Subsidiary off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by Seller. (g) Seller has received written noticenot retained or assumed, that could reasonably be expectedby contract or operation of Law any Liabilities of any Person under Environmental Law. (h) Seller has provided or otherwise made available to Buyer and set forth in Section 4.27(h) of the Disclosure Schedules: (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to form the basis Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the Business which are in the possession or control of Seller related to compliance with Environmental Laws, Environmental Claims or an Environmental Claim against Notice or the Borrower or any Release of its Subsidiaries or any Real Property of the Borrower or any of its SubsidiariesHazardous Materials; or and (ii) any and all material documents concerning planned or anticipated capital expenditures required to cause such Real Property reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including costs of remediation, pollution control equipment and operational changes). (i) There is no condition, event or circumstance arising from or relating to be subject to any restrictions on compliance with Environmental Laws that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, occupancylease, operation, performance or use of the Business or transferability the Purchased Assets as currently carried out. (j) Seller owns and controls all Environmental Attributes (a complete and accurate list of such Real Property under which is set forth in Section 4.27(j) of the Disclosure Schedules) and has not entered into any Contract or pledge to transfer, lease, license, guarantee, sell, mortgage, pledge or otherwise dispose of or encumber any Environmental LawAttributes as of the date hereof. There is no condition, except in each such caseevent or circumstance that might prevent, such impede or materially increase the costs associated with the transfer (if required) to Buyer of any Environmental Claims or restrictions that individually or in Attributes after the aggregate would not reasonably be expected to have a Material Adverse EffectClosing Date.

Environmental Matters. Neither the Borrower nor any Subsidiary or Unincorporated Venture has any actual knowledge or reason to believe that any substance deemed hazardous by any Applicable Environmental Law, has been installed on any real property now owned by the Borrower or any of its Subsidiaries or Unincorporated Ventures which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries is and Unincorporated Ventures have complied in compliance all respects with all Applicable Environmental Laws governing its business, except to the extent that any such the failure to comply (together with any resulting penaltiesso comply, fines individually or forfeitures) in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All licensesThe Borrower and its Subsidiaries and Unincorporated Ventures are not in violation in any respects of or subject to any existing, permitspending or, registrations or approvals required for to the conduct best of the business of the Borrower and each of its Subsidiaries Borrower's knowledge, threatened investigation or inquiry by any governmental authority or to any material remedial obligations under any Applicable Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaws, except for to the extent that the results of such licensesinvestigation, permitsinquiry or remedial obligation would not, registrations individually or approvals in the failure to secure or to comply therewith is not aggregate, be reasonably likely expected to have a Material Adverse Effect. Neither , and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to any real property of the Borrower nor any of and its Subsidiaries has received written noticeand Unincorporated Ventures. The Borrower and its Subsidiaries and Unincorporated Ventures have obtained all material permits, licenses or otherwise knowssimilar authorizations necessary to construct, that it is in occupy, operate or use any respect in noncompliance withbuildings, breach improvements, fixtures, and equipment forming a part of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability real property of the Borrower or such any Subsidiary to operate or Unincorporated Venture by reason of any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderApplicable Environmental Laws, except in each where the failure to obtain such caseauthorization would not, such noncompliance, breaches individually or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would be reasonably be expected to have a Material Adverse Effect. There are The Borrower and its Subsidiaries and Unincorporated Ventures undertook, at the time of acquisition of any real property, reasonable inquiry into the previous ownership and uses of such real property consistent with good commercial or customary practice as applied and used in the real estate industry at the time of each such acquisition. The Borrower and its Subsidiaries and Unincorporated Ventures have taken all reasonable steps to determine, and the Borrower and its Subsidiaries and Unincorporated Ventures have no factsactual knowledge or reason to believe, circumstancesafter reasonable investigation, conditions that any hazardous substances or occurrences solid wastes have been disposed of or otherwise released on any Real Property now or at any time owned, leased or operated by to the real property of the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real PropertyUnincorporated Ventures, that are known by within the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property meaning of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Applicable Environmental LawLaws, except in each such caseto the extent that the failure to so depose or release, such Environmental Claims or restrictions that individually or in the aggregate aggregate, would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. The Borrower (a) Except as disclosed in the Identified SEC Documents, the Seller and each of its the Subsidiaries is are and have been in compliance with all applicable Safety and Environmental Laws, which compliance includes the possession of permits and governmental authorizations required under applicable Safety and Environmental Laws governing its business("Environmental Permits") and compliance with the terms and conditions thereof, except where such non-compliance would not result in a Material Adverse Effect on Seller (Environmental Permits other than those excluded by the foregoing exception being the "Material Environmental Permits"). (b) Except as disclosed in the Identified SEC Documents or as will be discharged on the Effective Date, there are no Claims brought pursuant to any Safety or Environmental Law pending or, to the extent knowledge of Seller, threatened against Seller or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect on Seller. (c) Except as disclosed in the Identified SEC Documents, the real properties presently or to the knowledge of Seller formerly owned, leased or operated by the Seller or the Subsidiaries (including groundwater under such real properties) (the "Real Properties") do not contain any Hazardous Substance other than as permitted under applicable Safety and Environmental Law; provided, however, that with respect to Real Properties formerly owned, leased or operated by the Seller or the Subsidiaries, such representation is limited to the period prior to the disposition of such Real Properties by the Seller or the Subsidiaries. (d) Except as disclosed in the Identified SEC Documents, to the knowledge of Seller, no Hazardous Substance has been disposed of or transported from any of the Real Properties during the time any such failure to comply (together with Real Property was owned, leased or operated by the Seller or any resulting penaltiesof the Subsidiaries, fines or forfeitures) would except as could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for Effect on the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults Seller. (e) Except as would not reasonably be expected to, disclosed in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending orIdentified SEC Documents, to the best knowledge of Seller, the BorrowerSeller and the Subsidiaries have not become obligated, threatened wherein an unfavorable decisionwhether by operation of law or through contractual agreement, ruling to indemnify any other person or finding would otherwise to assume liability for any Claim brought pursuant to any Safety and Environmental Law which could reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions Effect on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectSeller.

Environmental Matters. The Borrower Except as disclosed in the Starwood Filed SEC Documents, (i) none of Starwood or the Starwood Subsidiaries or, to Starwood's Knowledge, any other Person has caused or permitted the presence of any Hazardous Materials on or under any of the Starwood Properties or any of the properties securing the Starwood Loans and each none of its Starwood or the Starwood Subsidiaries is in compliance with all Environmental Laws governing its business, has any Knowledge of the presence of any Hazardous Materials on or under any of the Starwood Properties or any of the properties securing the Starwood Loans except to the extent that any the presence of such failure to comply (together with any resulting penaltiesHazardous Materials, fines individually or forfeitures) in the aggregate, would not reasonably be expected to have result in a Starwood Material Adverse Effect. All licenses, permits(ii) none of Starwood, registrations or approvals required for the conduct any of the business Starwood Subsidiaries or, to Starwood's Knowledge, any other Person, has caused or permitted any unlawful spills, releases, discharges or disposal of Hazardous Materials to have occurred or be presently occurring on or from the Starwood Properties or any of the Borrower properties securing the Starwood Loans as a result of any construction on or operation or use of such properties and none of Starwood or the Starwood Subsidiaries has any Knowledge of any spills, releases, discharges or disposal of Hazardous Materials having occurred or presently occurring on, under or from the Starwood Properties or any of the properties securing the Starwood Loans as a result of any construction on or operation or use of any such property, in each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithforegoing cases, except for such licenseswhich presence or occurrence would, permits, registrations individually or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have result in a Starwood Material Adverse Effect. There are no facts, circumstances, conditions ; (iii) in connection with the construction on or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property operation and use of the Borrower Starwood Properties, Starwood and the Starwood Subsidiaries and, to Starwood's Knowledge, the owners or operators of the properties securing the Starwood Loans have not failed to comply in any of its Subsidiaries; or (ii) to cause such Real Property to be subject to material respect with any restrictions on the ownership, occupancy, use or transferability of such Real Property under any applicable Environmental Law, except in each to the extent such casefailure to comply, such Environmental Claims or restrictions that individually or in the aggregate aggregate, would not reasonably be expected to have result in a Starwood Material Adverse Effect. Starwood has previously delivered or made available to TriNet complete copies of all reports on and results of investigations, testing or analysis that are in the possession of or available to any of them with respect to the environmental condition of the Starwood Properties or with respect to environmental compliance of operations conducted on or from any such Property.

Environmental Matters. The Borrower and each Except as set forth in Section 3.21 of its Subsidiaries the Disclosure Schedules: (a) Velagio is in material compliance with the Environmental Laws, which compliance includes the possession by Velagio of all material Permits and governmental authorizations required under applicable Environmental Laws governing its businessLaws, and compliance in all material respects with the terms and conditions thereof, except to the extent that any in each case where such failure to comply (together with any resulting penalties, fines or forfeitures) non-compliance would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under Velagio has not received any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have written communication from a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, Governmental Authority that alleges that it is not in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or material compliance except where such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate non-compliance would not reasonably be expected to have a Material Adverse Effect. (b) There are no Environmental Claims, including claims based on "ARRANGER LIABILITY," pending or, to the Knowledge of Velagio, threatened against Velagio or to the Knowledge of Velagio, pending or threatened against any Person or entity whose liability for any Environmental Claim Velagio has to the Knowledge of Velagio retained or assumed either contractually or by operation of law, except for such Environmental Claims that would not reasonably be expected to have a Material Adverse Effect. (c) To the Knowledge of Velagio, there are no past or present actions, inactions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that would form the basis of any Environmental Claim against Velagio or against any Person whose liability for any Environmental Claim Velagio has retained or assumed either contractually or by operation of law, except for such Environmental Claims that would not reasonably be expected to have a Material Adverse Effect. (d) Velagio is in compliance in all material respects with Environmental Laws as they relate to (i) any on-site or off-site locations where to Velagio's Knowledge, Velagio has 18 - AGREEMENT AND PLAN TO MERGER stored, disposed or arranged for the disposal of Materials of Environmental Concern for itself (but not on behalf of others) or (ii) any underground storage tanks located on property owned or leased by Velagio of which Velagio has Knowledge. (e) For purposes of this Agreement: