Common use of Environmental Clause in Contracts

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000, or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply with Environmental Laws where any such failure to comply could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $500,000 and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries which could, individually or in the aggregate, reasonably be expected to result in a liability to Borrower or any of its Subsidiaries in excess of $500,000 and take any Remedial Actions required to xxxxx said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien which could, individually or in the aggregate, reasonably be expected to secure a liability to Borrower or any of its Subsidiaries in excess of $500,000 has been filed against any of the real or personal property of Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against Borrower or its Subsidiaries, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their SubsidiariesChange. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect. (b) Except as would as, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect: (i) neither the Credit Parties and each Borrower nor any other Covered Party has received any notice of their respective Subsidiaries are in violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with all Environmental Laws in all jurisdictions in which with regard to any of the Credit Parties facilities and properties owned, leased or such Subsidiary, as operated by the case may be, are currently doing business Borrower or any other Covered Party (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the “Properties”) or the business of operated by the Credit Parties Borrower or any other Covered Party (the “Business”) that is not fully and their respective Subsidiaries as currently conducted); finally resolved, (ii) none of to the Credit Parties Borrower’s actual knowledge, after due inquiry, no judicial proceeding or any of their respective Subsidiaries is subject to any Environmental Claim governmental or any other liability under any Environmental Law that administrative action is pending or, to the knowledge Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Law to which the Borrower or any other Covered Party is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law or relating to Materials of such Credit Party, threatened in writingEnvironmental Concern with respect to the Business; and (iii) to the knowledge of Borrower’s actual knowledge, the Credit PartiesProperties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there are no conditions relating to Materials of Environmental Concern at, under or about the formerly owned Real Property that could reasonably be expected to give rise to Properties or violation of any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties Law with respect to matters arising under the Properties or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersthe Business.

Environmental. (a) Except as would not reasonably be expected The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in achieve or maintain compliance with all environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may beLaws, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws unlikely to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. (cb) Each Credit Party has made available Except as, in the aggregate, could not reasonably be expected to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual Material Adverse Effect: (i) neither the Borrower nor any Guarantors has received any notice of violation, alleged violation, non-compliance, liability or potential Environmental Claims liability regarding environmental matters or compliance with Environmental LawsLaws with regard to any of the facilities and properties owned, in each case leased or operated by the Borrower or any Guarantors (the “Properties”) or the business operated by the Borrower or any Guarantor (the “Business”) that is not fully and finally resolved, (ii) to the extent such reportsBorrower’s actual knowledge, assessmentsafter due inquiry, reviewsno judicial proceeding or governmental or administrative action is pending or, audits and documents and data are in their possession to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Law to which the Borrower or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties any Guarantor is or will be named as a party with respect to matters arising the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under or relating any Environmental Law with respect to the Business; and (iii) to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Claims, Hazardous Materials, Releases, Law with respect to the Properties or any other environmental, health, or safety mattersthe Business.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since January 1, 2014, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could would reasonably be expected to give rise to an any cost, liability or obligation of any of the Debtors under any Environmental Claim Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that could result has produced, stored or transported hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a Material Adverse Effect. (c) Each Credit Party well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Commitment Parties prior to the extent such reportsdate hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 4.16 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to matters any environmental, health or safety matters, including any arising under or relating to Environmental Laws, Environmental Claims, Laws or Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected The Borrower conducts reviews of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when necessary in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently owned, any capital or operating expenditures required to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in achieve or maintain compliance with all environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, and any actual or potential liabilities to third parties, including, without limitation, employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including, without limitation, the costs of compliance with Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may beLaws, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws unlikely to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. (cb) Each Credit Party has made available Except as, in the aggregate, could not reasonably be expected to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual Material Adverse Effect: (i) neither the Borrower nor any Guarantors has received any notice of violation, alleged violation, non-compliance, liability or potential Environmental Claims liability regarding environmental matters or compliance with Environmental LawsLaws with regard to any of the facilities and properties owned, in each case leased or operated by the Borrower or any Guarantors (the “Properties”) or the business operated by the Borrower or any Guarantor (the “Business”) that is not fully and finally resolved, (ii) to the extent such reportsBorrower’s actual knowledge, assessmentsafter due inquiry, reviewsno judicial proceeding or governmental or administrative action is pending or, audits and documents and data are in their possession to the Borrower’s actual knowledge, after due inquiry, threatened, under any Environmental Law to which the Borrower or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties any Guarantor is or will be named as a party with respect to matters arising the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law or relating to Materials of Environmental Concern with respect to the Business; and (iii) to the Borrower’s actual knowledge, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there are no Materials of Environmental ClaimsConcern at, Hazardous Materials, Releases, under or about the Properties or violation of any other environmental, health, Environmental Law with respect to the Properties or safety mattersthe Business.

Environmental. (a) Except Deliver to Lender: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (ii) promptly upon a Responsible Officer of any Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectChange, and complying (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all Permits written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required under Environmental Laws to operate the business of the be reported to any federal, state or local governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Party or any of their respective its Subsidiaries is subject may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iv) prompt written notice describing in reasonable detail (A) any Environmental Claim proposed acquisition of stock, assets, or property by Borrower or any other liability under of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property Claims that could reasonably be expected to give rise result in a Material Adverse Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (B) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that, individually or together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Lender in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against any of the Credit Parties Borrower or any of their its Subsidiaries and (iv) no Lien in favor of discharge any Governmental Authority securingobligations it may have to any Person thereunder where failure to do so, in whole individually or in partthe aggregate, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse EffectChange. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, health or safety matters.

Environmental. The Master Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Servicer, the Manager, the Back-Up Manager, the Trustee and the Rating Agency for each Series of Notes Outstanding, in writing, upon receipt of any written notice of which any Securitization Entity becomes aware from any source (aincluding but not limited to a governmental entity) Except as would not relating in any way to any possible material liability of any Securitization Entity pursuant to any Environmental Law that could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: , the Master Issuer shall, and shall cause each other Securitization Entity to: (a) (i) the Credit Parties and comply with all applicable Environmental Laws, (ii) hold all Environmental Permits (each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and complying obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with all Permits of their Environmental Permits; and (b) undertake all investigative and remedial action required under by Environmental Laws with respect to operate any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets owned, leased or operated by the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Master Issuer or any of their respective Subsidiaries is subject to any Environmental Claim its Affiliates, or at any other liability under location (including, without limitation, any location to which Materials of Environmental Law that is pending orConcern have been sent for re-use or recycling or for treatment, to the knowledge of such Credit Partystorage or disposal), threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could which would reasonably be expected to (i) give rise to any Environmental Claim against any liability of the Credit Parties Master Issuer or any of their Subsidiaries and (iv) no Lien its Affiliates under any applicable Environmental Law or otherwise result in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached costs to any Real Property of any of the Credit Parties Master Issuer or any of their Subsidiaries. its Affiliates, (bii) None of interfere with the Credit Parties Master Issuer’s or any of their respective Subsidiaries has treated, stored, transported, Released its Affiliates’ continued operations or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to (iii) impair the knowledge fair saleable value of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to Real Estate Assets owned by the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, Master Issuer or any other environmental, health, or safety mattersof its Affiliates.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since January 1, 2014, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could would reasonably be expected to give rise to an any cost, liability or obligation of any of the Debtors under any Environmental Claim Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that could result has produced, stored or transported Hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a Material Adverse Effect. (c) Each Credit Party well, facility or pipeline that has produced, stored or transported Hydrocarbons, which has not been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Commitment Parties prior to the extent such reportsdate hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 4.16 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to matters any environmental, health or safety matters, including any arising under or relating to Environmental Laws, Environmental Claims, Laws or Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. Except for matters that are described in Section 3.11 of the Seller Disclosure Schedule, to the Knowledge of Seller: (a) Except as would not reasonably be expected to result For the preceding three (3) years, Seller, CITERCO, the Transferred Assets, the CITERCO Agreements and the Business have been in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in material compliance with all applicable Environmental Laws in Laws; (b) all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Environmental Permits required to be obtained or filed by or complied with by Seller under any applicable Environmental Laws to operate Law currently in effect in connection with the business of the Credit Parties and their respective Subsidiaries Business as currently conducted), including those relating to Hazardous Materials, have been duly obtained or filed for, and Seller is in material compliance with the terms and conditions of all such Environmental Permits; and (iic) none of the Credit Parties Real Property is the subject of (i) any outstanding order or judgment or arbitration award from any Governmental Authority under any applicable Environmental Laws requiring remediation or similar actions, the payment of a fine or penalty, or the performance of any Corrective Action or environmental project, or (ii) any investigation or other Litigation that might result in any of their respective Subsidiaries the foregoing, except for the requirements of ISRA at the Paulsboro Refinery; (d) for the preceding three (3) years, there has been no reportable Release of Hazardous Materials or disposal of any Hazardous Materials by Seller at, on, or underlying any of the Real Property that is subject to any Environmental Claim or any other liability remedial obligations under any applicable Environmental Law that Laws; (e) there is no pending or, to the knowledge Knowledge of such Credit PartySeller, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions Litigation against Seller under any applicable Environmental Law relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against Business or any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries.Property; (bf) None of the Credit Parties Seller has provided Buyer access to or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence soil and other documents and data groundwater investigation reports that have a material bearing on actual are in Seller’s or potential Environmental Claims CITERCO’s custody or compliance with Environmental Laws, in each case control that were prepared during the three (3) years prior to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controldate hereof. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryCompany, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties New Seadrill or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is Debtors, and there are no Legal Proceedings pending or, to the knowledge Knowledge of such Credit Partythe Company, threatened which allege a violation of or liability under any Environmental Law, in writing; (iii) to the knowledge of the Credit Parties, there are no conditions each case relating to the Company, New Seadrill or any of their Subsidiaries or other Debtors, (b) each of the Company, New Seadrill or any of their Subsidiaries and other Debtors has received (including timely application for renewal of the same) and maintains in full force and effect all environmental permits, licenses, certificates and other approvals, and maintains all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2015 has been, in compliance with the terms of such permits, licenses, certificates and other approvals and with all applicable Environmental Laws, (c) no Hazardous Material is located at, on or under any property currently or formerly owned Real Property owned, operated or leased by the Company, New Seadrill or any of their Subsidiaries or other Debtors that could would reasonably be expected to give rise to any Environmental Claim against cost, liability or obligation of any of the Credit Parties Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations that are asset retirement obligations to be incurred in the ordinary course of business and that are specified in the Exchange Act Documents, (ivd) no Lien in favor of any Governmental Authority securingHazardous Material has been Released, in whole generated, treated, stored or in parthandled by (or on behalf of) the Company, Environmental Claims has attached to any Real Property of any of the Credit Parties New Seadrill or any of their Subsidiaries. (b) None of the Credit Parties Subsidiaries or other Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could would reasonably be expected to give rise to an any cost, liability or obligation of the Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Claim Laws other than future costs, liabilities and obligations incurred in the ordinary course of business, and (e) there are no agreements in which any of the Debtors has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Laws that could result in a Material Adverse Effect. (c) Each Credit Party remains unresolved, which has not been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Commitment Parties prior to the extent such reportsdate hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 3.20 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to any environmental, health or safety matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except Deliver to the Collateral Agent: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (ii) promptly upon a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectChange, and complying (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all Permits written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required under Environmental Laws to operate the business of the be reported to any federal, state or local governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Party or any of their respective its Subsidiaries is subject may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; (iv) prompt written notice describing in reasonable detail (A) any Environmental Claim proposed acquisition of stock, assets, or property by Borrower or any other liability under of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to (x) expose Borrower or any of its Subsidiaries to, or result in, Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property Claims that could reasonably be expected to give rise result in a Material Adverse Change or (y) affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (B) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that, individually or taken together with any other such proposed actions, could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Collateral Agent in relation to any matters disclosed pursuant to this Section 5.15(a). (b) Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against any of the Credit Parties Borrower or any of their its Subsidiaries and (iv) no Lien in favor of discharge any Governmental Authority securingobligations it may have to any Person thereunder where failure to do so, in whole individually or in partthe aggregate, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse EffectChange. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except as would not Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) provide the Agents written notice within 5 days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to xxxxx said Release; (iv) promptly provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect: Effect and (iv) defend, indemnify and hold harmless the Credit Parties Agents and each of the Lenders and their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiarytransferees, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (iiincluding attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) none arising out of (A) the Credit Parties presence, disposal, release or threatened release of any Hazardous Materials on any property at any time owned or occupied by any Loan Party or any of their respective its Subsidiaries is subject (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any Environmental Claim investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any other liability under violation of any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; or (iiiE) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim Action filed against any of the Credit Parties Agent or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their SubsidiariesLender. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to result in have a Material Adverse Effect: (i) , the Credit Parties Company and each of their respective its Subsidiaries are and each of the Mining Operations is and has been in compliance with with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted)Laws; (ii) none the Company and each of its Subsidiaries, directly or through the Credit Parties or any of their respective Subsidiaries Contractors possesses, has possessed and is subject to any and has been in compliance in all material respects with all applicable Environmental Claim or any other liability under any Environmental Law that is Permits; (iii) there are no Actions pending or, to the knowledge Knowledge of such Credit Partythe Seller, threatened against either the Company or any of its Subsidiaries or to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is in writingviolation of or has any Liability under Environmental Laws or Environmental Permits; (iiiiv) no Releases of Hazardous Materials have occurred and no Person has been exposed to the knowledge of the Credit Partiesany Hazardous Materials at, there from, in, to, on, or under any Site and no Hazardous Materials are no conditions relating present in, on, under, about or migrating to the formerly owned Real Property or from any Site that could would reasonably be expected to give rise to any a material Liability to the Company and its Subsidiaries under applicable Environmental Claim against Laws; (v) neither the Company nor any of its Subsidiaries nor to the Credit Parties Knowledge of the Seller either of the Contractors has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any of their its Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Site Assessment dated March 8, 2010 by Xxxx X. Xxxx Company Mining and Geological Consultants made available to Purchaser; (ivvii) no Lien in favor except for the Contract Mining Agreements, neither the Company nor any of its Subsidiaries has, either expressly or by operation of Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Governmental Authority securing, in whole (except with regard to the transfer of Permits or in part, Environmental Claims has attached to any Real Property other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Credit Parties or Seller’s Disclosure Schedule, neither the Company nor any of their Subsidiariesits Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (B) underground storage tanks, or (C) asbestos-containing material at the Real Property. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, Notwithstanding anything elsewhere in this agreement to the knowledge of any Credit Partycontrary, any other location, the representations and warranties in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data this Section 4.15 are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties in this Agreement concerning environmental matters, subject to the last sentence of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersSection 4.6(e).

Environmental. (a) Except as would set forth in Section 4.18(a) of the Company Disclosure Letter, to Knowledge of the Company, each of the Company and the Company Subsidiaries, and their respective predecessors and Affiliates has complied with all applicable Environmental Laws, and no action, suit, Proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, commenced or to the Knowledge of the Company, threatened against any of them alleging any failure to so comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance with all of the material terms and conditions of all Permits, licenses, and other authorizations which are required under, and have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental Laws, except where non-compliance is not reasonably be expected likely to result in a Company Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None Except as set forth in Section 4.18(b) of the Credit Parties Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any material liability (and none of the Company, the Company Subsidiaries or their respective Subsidiaries predecessors and Affiliates has treated, stored, transported, Released handled or disposed of any Hazardous Materials atSubstance, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to arranged for the knowledge disposal of any Credit PartyHazardous Substance, exposed any employee or other locationindividual to any Hazardous Substance or condition, or owned or operated any property or facility in each case, in a any manner that could reasonably be expected to give form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company or any Company Subsidiary giving rise to an Environmental Claim that could result in a Company Material Adverse Effect) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under applicable Environmental Laws. (c) Each Credit Party has made available to All properties and equipment used in the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties business of the Credit Parties with respect to matters arising under or relating to Environmental LawsCompany, Environmental Claims, the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any Hazardous Materials, Releases, or any other environmental, health, or safety mattersSubstance.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since January 1, 2016, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could would reasonably be expected to give rise to an any cost, liability or obligation of any of the Debtors under any Environmental Claim Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that could result has produced, stored or transported hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a Material Adverse Effect. (c) Each Credit Party well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Private Placement Parties prior to the extent such reportsdate hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 4.16 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to matters any environmental, health or safety matters, including any arising under or relating to Environmental Laws, Environmental Claims, Laws or Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not The Seller and each of its Subsidiaries is and has been in material compliance with all Environmental Laws applicable to the operations of the Seller and its Subsidiaries: (i) no Hazardous Substances are present at (except in the ordinary course of the operations of the Seller and its Subsidiaries and in material compliance with all Environmental Laws) or have been Released by the Seller or any of its Subsidiaries or, to the Company’s Knowledge threatened to be Released by the Seller or any of its Subsidiaries from, onto or under, any of the Leased Real Property; (ii) there are no circumstances or conditions involving the Seller, any of its Subsidiaries, their current or former operations, or any Company Product that could reasonably be expected to result in a Material Adverse Effect: (i) any material Losses to the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Seller or any of their respective its Subsidiaries is subject arising under or relating to any Environmental Claim Law or in any other material restriction on the ownership, use or transfer of any of the Company Assets arising under or pursuant to any Environmental Law; (iii) the Seller has not, nor have any of its Subsidiaries, received any notice, demand, letter, claim or request for information alleging any violation of or liability under any Environmental Law that and is pending ornot subject to any order, decree, injunction or other arrangement with any Governmental Authority or any indemnity or other agreement with any third party relating to liability under any Environmental Law; and (iv) the Seller has provided to the knowledge Buyer access to (A) copies of such Credit Partyall material reports, threatened memoranda and analyses in writing; (iii) to the knowledge custody or control of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties Seller or any of their Subsidiaries its Subsidiaries, including “Phase I,” “Phase II,” “environmental assessment” and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached similar reports relating to any Real Property of any potential environmental liability, the environmental condition of the Credit Parties Seller or any of their its Subsidiaries. (b) None , the compliance of the Credit Parties Seller or any of their respective its Subsidiaries has treated, stored, transported, Released with Environmental Laws or disposed the environmental condition of Hazardous Materials at, from, on or under any property currently or formerly owned Real Propertyor occupied by the Seller or any of its Subsidiaries, facility relating to and (B) documentation, if applicable, showing the compliance of the Seller or any of its business, or, to the knowledge Subsidiaries with any financial responsibility requirements of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with applicable Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: Each Loan Party shall (i) keep the Credit Parties Real Property free of any Environmental Liens; (ii) comply, and each of their respective Subsidiaries are in compliance take all commercially reasonable efforts to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in all jurisdictions in material respects and provide to Collateral Agent any documentation of such compliance which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Collateral Agent or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writingLender may reasonably request; (iii) maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws; (iv) take all efforts to the knowledge prevent any unpermitted Release of the Credit PartiesHazardous Materials on, there are no conditions relating at, under or migrating from any property owned or operated by any Loan Party; (v) undertake or cause to the formerly owned Real Property that could reasonably be expected to give rise undertaken any and all Remedial Actions in response to any Environmental Claim against any Claim, Release of Hazardous Materials or violation of Environmental Law, to the Credit Parties extent required by Environmental Law or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of any of Required Lenders, provide the Credit Parties or any of their SubsidiariesAgents all data, information and reports generated in connection therewith. (b) None of Each Loan Party shall promptly (but in any event within five (5) Business Days) (i) notify the Credit Parties Agents in writing (A) if it knows, suspects or any of their respective Subsidiaries has treated, stored, transported, Released believes there may be a Release or disposed threatened Release of Hazardous Materials in excess of any reportable quantity or material violation of Environmental Laws in, at, fromon, on under or under from any currently part of the Real Property or formerly owned any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest or concerning any Real Property, facility relating to its business, or, to the knowledge (C) of any Credit Party, material failure to comply with Environmental Law at any other location, Real Property or that is reasonably likely to result in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim asserted against any Loan Party, (D) any Loan Party's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could result cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Collateral Agent in a Material Adverse Effectrelation to any matter pursuant to this Section 6.9(b). (c) Each Credit Party At any time that an Event of Default relating to an environmental matter has made available occurred and is continuing, Collateral Agent or its representative shall have the right but not the duty, during normal business hours, upon reasonable prior notice to the Administrative Agent copies Loan Parties, to enter and visit any Real Property for the purposes of all existing material environmental assessment reportsobserving the Real Property, assessments, reviews, audits, correspondence taking and other documents removing soil or groundwater samples and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviewsconducting investigations, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains tests on any part of the Real Property, at the sole cost and exclusive representations and warranties expense of the Credit Loan Parties, provided that Collateral Agent shall not have any duty to visit or observe the Real Property or to conduct investigations, audits or tests. The Loan Parties with respect to matters arising acknowledge that in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of itself (i) be a representation that Hazardous Materials are or are not present at, in, on, under or relating from the Real Property, or that there has been or will be compliance of any kind with any Environmental Law, or (ii) otherwise make any Agent or any Lender an owner or operator of any of the Real Property so as to impact any lender liability protections available under Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) To the Credit Parties and knowledge of the Company, each of their respective the Company and its Subsidiaries are is in compliance with all Environmental Laws in all jurisdictions in Laws, which compliance includes the Credit Parties or such Subsidiarypossession by the Company and its Subsidiaries of material permits, as the case may be, are currently doing business (including obtaining, maintaining in full force licenses and effectother governmental authorizations required for their current operations under applicable Environmental Laws, and complying compliance with all Permits required under the terms and conditions thereof. (b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Laws to operate Claims against the business Company or any Subsidiary. (c) To the knowledge of the Credit Parties Company, (i) with respect to the real property currently or previously owned, leased or operated by the Company or any of its Subsidiaries, there have been no releases of Hazardous Materials that require a Cleanup, and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Company, its Subsidiaries, or their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, manufactured, distributed, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given rise to Liabilities or could give rise to Liabilities pursuant to any Environmental Laws. (d) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has assumed, undertaken, or otherwise become subject to, any liability of any other Person or entity relating to Environmental, Health, and Safety Requirements. (e) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that predecessors could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties prevent, hinder or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or limit continued compliance with Environmental Laws, in each case give rise to the extent such reportsany investigatory, assessments, reviews, audits and documents and data are in their possession remedial or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating corrective obligations pursuant to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or give rise to any other environmentalLiabilities (whether accrued, healthabsolute, contingent, unliquidated or safety mattersotherwise) pursuant to Environmental Laws.

Environmental. (a) Except as for any matters that would not have a Baker Material Adverse Effect: (i) all facilities and operations of Baker and its Subsidiaries have been conducted, and are now, in compliance with all applicable Environmental Laws; (ii) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Baker and its Subsidiaries and, to the knowledge of Baker, there is no reasonable basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business occurring as of or prior to the date hereof; (iii) none of Baker nor its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (iv) to the knowledge of Baker, there is no renewal, modification, revocation, reassurance, alteration, transfer or amendment of any environmental Permits, or any review by or approval of, any Governmental Entity, of any environmental Permit, that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Baker or its Subsidiary following the Effective date; (v) Baker and its Subsidiaries have made available to SVT, Briteside, Sea Hunter, and Finco all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or under its control with respect to environmental matters; and (vi) to the knowledge of Baker, Baker and its Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their SubsidiariesLaws. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. The Company and each of its Subsidiaries (ai) Except are in compliance with all, and have not violated any, laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the protection of human health or safety as such relates to exposure to hazardous or toxic substances or wastes or pollutants or contaminants (“Hazardous Substances”), the environment, or natural resources, or to the generation, use, handling, transportation, treatment, storage or disposal of Hazardous Substances (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received written notice, and no executive officer has received any oral notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or release of Hazardous Substances, except as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus and in the case of either clauses (i) or (ii), where the failure to comply with or the violation of such Environmental Laws, or such liability or obligation, would not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect: Change. Except as described in the Pricing Prospectus and the Prospectus, (iA) there are no proceedings that are pending, or to the Credit Parties and each Company’s knowledge, contemplated, against the Company or any of their respective its Subsidiaries are in compliance with all under Environmental Laws in all jurisdictions in which the Credit Parties a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or such Subsidiarymore will be imposed, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iiiB) to the knowledge of the Credit PartiesCompany’s and its Subsidiaries’ knowledge, there are no conditions relating to the formerly owned Real Property issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning Hazardous Substances that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing effect on actual the capital expenditures, earnings or potential Environmental Claims or competitive position of the Company and its Subsidiaries, and (C) none of the Company and its Subsidiaries anticipates incurring material capital expenditures relating to compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as The property, assets and operations of the Company and its subsidiaries comply in all material respects with all applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to result in have a Material Adverse Effect: ). (b) To the Knowledge of the Company, (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties real properties currently or formerly owned, leased or operated by the Company or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability subsidiary (including groundwater under any Environmental Law that is pending or, to such real properties) (the knowledge of such Credit Party, threatened in writing; (iii“Properties”) to the knowledge of the Credit PartiesCompany and its subsidiaries related thereto, there are no conditions relating is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a release of any Hazardous Materials into the formerly owned Real Property that environment where such expenditures could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and have a Material Adverse Effect, (ivii) there are no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, underground storage tanks present on or under any currently or formerly owned Real Property, facility relating to its business, or, to of the knowledge Properties the presence of any Credit Party, any other location, in each case, in a manner that which could reasonably be expected to give rise have a Material Adverse Effect, and (iii) there are no pending or threatened in writing: (A) actions or proceedings from any governmental agency or any other person or entity regarding the disposal of Hazardous Materials, or regarding any Hazardous Materials Laws or evaluation, or (B) liens or governmental actions, notices of violations, notices of noncompliance or other proceedings of any kind relating to an Environmental Claim that any of the Hazardous Materials Laws with respect to the Properties where such actions, proceedings or liens could result in reasonably be expected to have a Material Adverse Effect. (c) Each Credit Party Neither the Company nor any of its subsidiaries has made available to any liability in connection with any release of any Hazardous Materials into the Administrative Agent copies of all existing material environmental assessment reportsenvironment, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent except where such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releasesliability would not have, or any other environmentalreasonably be expected to have, health, or safety mattersa Material Adverse Effect.

Environmental. (a) Except a. Deliver to the Collateral Agent: i. as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: Change; ii. promptly upon a Responsible Officer of any Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (iA) the Credit Parties and each of their respective Subsidiaries are in compliance with all any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any remedial action taken by (or on behalf of) any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, provided, that with respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; iii. as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all jurisdictions written communications with respect to (A) any Environmental Claims that, individually or in which the aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Parties Party or such Subsidiaryany of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, as individually or in the case may beaggregate, are currently doing business could reasonably be expected to result in a Material Adverse Change; and iv. prompt written notice describing in reasonable detail (including obtainingA) any proposed acquisition of stock, maintaining assets, or property by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effecteffect all material Governmental Approvals required under any Environmental Laws for their respective operations, and complying with all Permits required under Environmental Laws (B) any proposed action to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties be taken by Borrower or any of their respective its Subsidiaries is subject to modify current operations, in each case of sub-clause (A) and (B) above, that, individually or taken together with any Environmental Claim other such proposed acquisitions or actions, expose Borrower or any other liability under any of its Subsidiaries to, or result in, Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property Claims that could reasonably be expected to give rise result in a Material Adverse Change. b. Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against any of the Credit Parties Borrower or any of their its Subsidiaries and (iv) no Lien in favor of discharge any Governmental Authority securingobligations it may have to any Person thereunder where failure to do so, in whole individually or in partthe aggregate, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse EffectChange. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except as would could not reasonably be expected to result in have a Material Adverse Effect: (i) the Credit Parties and each , keep any property either owned or operated by it or any of their respective its Subsidiaries are in compliance with all free of any Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted)Liens; (ii) none except as could not reasonably be expected to have a Material Adverse Effect, comply, and cause each of the Credit Parties or any of their respective its Subsidiaries is subject to any comply, in all respects with Environmental Claim or any other liability under any Environmental Law that is pending or, Laws and provide to the knowledge Collateral Agent any documentation of such Credit Party, threatened in writingcompliance which the Collateral Agent may reasonably request; (iii) except as could not reasonably be expected to have a Material Adverse Effect, provide the knowledge Agents written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to xxxxx said Release; (iv) provide the Agents with written notice within ten (10) days of the Credit Partiesreceipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, there are no conditions relating to the formerly owned Real Property that citation or other order, in each case of clauses (A), (B) and (C) above, which could reasonably be expected to give rise to any Environmental Claim have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Credit Parties generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of their its Subsidiaries and (ivor its predecessors in interest or title), (B) no Lien in favor any personal injury (including wrongful death) or property damage (real or personal) arising out of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, related to the knowledge presence or Release of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases(C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority or any other environmentalPerson relating to the presence or Release of such Hazardous Materials, health, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or safety mattersany Lender.

Environmental. (a) Except as would set forth in Schedule 3.13: (A) The Acquired Companies have not reasonably caused or permitted any Hazardous Substances to be expected to result in a Material Adverse Effect: (i) manufactured, refined, treated, discharged, disposed of, deposited or otherwise released in, on, under or from any of the Credit Parties and each KeyCom Real Property or any Real Property previously owned, leased, occupied, operated, managed, possessed or otherwise held by any of their respective Subsidiaries are the Acquired Companies other than in compliance in all material respects with all applicable Environmental Laws ("Former KeyCom Real Property"); and (B) To the knowledge of KeyCom, before its lease of any of the KeyCom Real Property or Former KeyCom Real Property, no Hazardous Substances have been manufactured, refined, treated, discharged, disposed of, deposited or otherwise released therein, thereon or therefrom other than in compliance in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying material respects with all Permits required under applicable Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); Laws. (ii) none None of the Credit Parties Acquired Companies has received any notice that any part of the KeyCom Real Property or the Former KeyCom Real Property or the operations of the Acquired Companies is the subject of any of their respective Subsidiaries is subject Proceeding or Judgment relating to any Environmental Claim or any other liability under any Environmental Law that is pending orMatters, and, to the knowledge of such Credit PartyKeyCom, threatened in writing; no part of the KeyCom Real Property or the Former KeyCom Real Property or the operations of the Acquired Companies is the subject of any Proceeding or Judgment relating to Environmental Matters. None of the Acquired Companies has received any notice from any governmental authority or other Person regarding any potential claim or liability relating to environmental matters. (iii) to the knowledge Each of the Credit PartiesAcquired Companies has provided Emergent and Newco with copies of any and all applications, there are no conditions correspondence, affidavits, reports, forms, maps, plans, studies and other documents relating to environmental matters in their possession, custody or control. These shall include any environmental engineering studies, any tests or testing performed on the formerly owned KeyCom Real Property that could reasonably be expected to give rise to any Environmental Claim against any of or the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Former KeyCom Real Property, facility relating to its business, or, to the knowledge and copies of any Credit Party, reports issued by any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effectgovernment authority regarding such KeyCom Real Property or Former KeyCom Real Property. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) If the Administrative Agent requests in writing and if (A) the Borrower does not have environmental insurance with respect to any property owned, leased or operated by a Credit Party or (B) the Administrative Agent has reason to believe that there exists on any property owned, leased or operated by a Credit Party Hazardous Materials which materially affect the value of such property and with respect to which the Borrower has not furnished a report within the immediately previous twelve (12) month period, the Borrowers will furnish or cause to be furnished to the Administrative Agent, at the Borrowers’ expense, a report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any such property and as to the compliance by the Credit Parties with Environmental Laws; provided that if there exists a continuing default or Event of Default as of the date of the Administrative Agent’s written request for an environmental report pursuant to the terms of this Section 7.1(k)(i), the Borrower shall provide such report regardless of whether either of the conditions set forth in subsections (A) and each (B) of this Section 7.1(k)(i) has been satisfied. If the Borrowers fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and their respective Subsidiaries are representatives access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). (ii) Each Credit Party will conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any real property owned or leased by a Credit Party to the extent necessary to be in compliance with all Environmental Laws in and all jurisdictions in which the Credit Parties or such Subsidiaryother applicable federal, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectstate, and complying local laws, regulations, rules and policies and with the orders and directives of all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, Governmental Authorities exercising jurisdiction over such real property to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that extent any failure could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. (ciii) Each Credit Party has made available to will promptly provide upon such Credit Party’s receipt thereof all insurance certificate(s) evidencing the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties insurance held by any of the Credit Consolidated Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersthe Properties.

Environmental. (a) Except as would not reasonably be expected to result set forth in a Material Adverse Effect: Schedule 3.13 of the Company Disclosure Letter: (i) the Credit Parties operations of the Company and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; *CONFIDENTIAL TREATMENT REQUESTED (ii) the Company and its Subsidiaries have obtained all environmental, health and safety Permits necessary for their respective operation, and all such Permits are in good standing and the Company and its Subsidiaries are in compliance in all material respects with all Environmental Laws in all jurisdictions in which the Credit Parties or terms and conditions of such Subsidiary, as the case may be, are currently doing business permits; (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (iiiii) none of the Credit Parties or Company and its Subsidiaries nor any of their respective Subsidiaries past or present operations or properties is subject to any on-going investigation by, order from or agreement with any Person respecting (A) any Environmental Law, (B) any Remedial Action or (C) any Claim arising from the Release or threatened Release of a Contaminant into the environment; (iv) the Company and its Subsidiaries are not subject to any other Order alleging or addressing a violation or liability under any Environmental Law; (v) the Company and its Subsidiaries have not: (A) reported a Release of a hazardous substance pursuant to Section 103(a) of CERCLA, or any state equivalent; (B) filed a notice pursuant to Section 103(c) of CERCLA; (C) filed notice pursuant to Section 3010 of RCRA indicating the generation of any hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; or (D) filed any notice under any applicable Environmental Law that reporting a substantial violation of any applicable Environmental Law; (vi) there is pending ornot now, nor to the knowledge Knowledge of such Credit Partythe Company, threatened has there ever been, on or in writingany Company Property: (A) any treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, that requires or required a Permit pursuant to Section 3005 of RCRA; or (iiiB) any underground storage tank or surface impoundment or landfill or waste pile; (vii) there is not now on or in any Company Property any polychlorinated biphenyls (PCB) used in pigments, hydraulic oils, electrical transformers or other equipment; *CONFIDENTIAL TREATMENT REQUESTED (viii) neither the Company not any of its Subsidiaries have received any notice or claim to the knowledge effect that it is or may be liable to any Person as a result of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any Release or threatened Release of the Credit Parties or any of their Subsidiaries and a Contaminant; (ivix) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims Encumbrance has attached to any Real Property Company Property; and (x) any asbestos-containing material which is on or part of any of Company Property is in good repair according to the Credit Parties current standards and practices governing such material, and its presence or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under condition does not violate any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an applicable Environmental Claim that could result in a Material Adverse EffectLaw. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except ENVIRONMENTAL DISCLOSURE. Holdings will deliver to Administrative Agent and Lenders: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having or that reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required (3) Holdings or Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws to operate Laws; (iii) as soon as practicable following the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties sending or receipt thereof by Holdings or any of their respective Subsidiaries is subject its Subsidiaries, a copy of any and all written communications (other than routine correspondence) with respect to (1) any Environmental Claim Claims that, individually or any other liability under any Environmental Law that is pending orin the aggregate, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to a Material Adverse Effect, (2) any Environmental Claim against Release required to be reported to any of the Credit Parties federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of their its Subsidiaries and may be potentially responsible for any Hazardous Materials Activity; (iv) no Lien prompt written notice describing in favor reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any Governmental Authority securingof its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, in whole or in partresult in, Environmental Claims has attached that could reasonably be expected to any Real Property have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of any of the Credit Parties Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their Subsidiaries. respective operations and (b2) None of the Credit Parties any proposed action to be taken by Holdings or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject Holdings or any of its Subsidiaries to an any additional material obligations or requirements under any Environmental Claim that could result in a Material Adverse Effect.Laws; and 82 (cv) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reportswith reasonable promptness, assessments, reviews, audits, correspondence and such other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, information as from time to time may be reasonably requested by Administrative Agent in each case relation to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlany matters disclosed pursuant to this Section 5.9(a). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except as would not Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) except to the extent such failure to comply could reasonably be expected (either individually or in the aggregate) to result in have a Material Adverse Effect: , comply, and cause each of its Subsidiaries and, as to the products manufactured by such contract manufacturers for any Loan Party to the extent such requirement would be consistent with industry standards with respect to contract manufacturers, contract manufacturers, to comply, in all respects with Environmental Laws (isuch compliance to include, without limitation, (A) the Credit Parties maintenance of the financial assurance required by the Nuclear Regulatory Commission and each Department of their respective Subsidiaries are in compliance Public Health of the Commonwealth of Massachusetts with all Environmental Laws in all jurisdictions in which respect to the Credit Parties or such SubsidiaryFacility, covering the estimated amount needed to decontaminate and decommission the Facility at the end of the Facility’s use as the case may be, are currently doing business (including obtaining, maintaining in full force and effecta nuclear facility, and complying with all Permits required under Environmental Laws to operate (B) the business appropriate use, handling, generation, storage, treatment, Release and disposal of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Hazardous Materials at any property owned or leased by it or any of their respective its Subsidiaries is subject to any in accordance with applicable Environmental Claim or any other liability under any Environmental Law that is pending or, Laws) and provide to the knowledge Collateral Agent any documentation of such Credit Party, threatened in writingcompliance which the Collateral Agent may reasonably request; (iii) to provide the Agents written notice within 10 days of the Borrower obtaining knowledge of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries, or under the Credit Partiescontrol or direction of it or any of its Subsidiaries, there are no conditions relating to the formerly owned Real Property that which could reasonably be expected to give rise have a Material Adverse Effect and take any Remedial Actions required to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and xxxxx said Release; (iv) no Lien in favor provide the Agents with written notice within 10 days of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property the receipt of any of the Credit Parties following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of their its Subsidiaries. ; (bB) None commencement of the Credit Parties any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that which could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. ; and (cC) Each Credit notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) not incur any Environmental Liabilities and Costs the payment of which could reasonably be expected to have a Material Adverse Effect; and (vi) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party, any of its Subsidiaries (or its predecessors in interest or title) or any contract manufacturer while manufacturing products for the Loan Party has made available or a Subsidiary, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Administrative Agent copies presence or Release of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases(C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party or any other environmental, health, of its Subsidiaries and/or (E) any Environmental Action filed against any Agent or safety mattersany Lender.

Environmental. (a) Except Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all non-privileged environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of the Controlled Group Members or by independent consultants, any Governmental Authority or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims which could reasonably be expected to result in material liabilities not contemplated by the Approved Budget; (ii) promptly upon a Specified Officer of Borrower obtaining knowledge thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws (other than any routine reports required by any permit or Environmental Law), (2) any remedial action taken by any Controlled Group Member or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims which could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Change, and (3) any Controlled Group Member’s discovery of any occurrence or condition on any Real Estate Asset adjoining or in the vicinity of any Facility then owned or leased by any Controlled Group Member that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by any Controlled Group Member, a copy of any and all non-privileged written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, would reasonably be expected to result in material liabilities not contemplated by the Approved Budget, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws (other than routine reports required by an permit or Environmental Law), and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether any Controlled Group Member may be potentially responsible for Remediation or investigation of any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of Capital Stock, Property or other Assets by any Controlled Group Member that could reasonably be expected to (A) expose any Group Member to, or result in, Environmental Claims that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change or (B) affect the ability of any Group Member to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations in a manner that could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries Change and (iv2) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached proposed action to be taken by any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating Controlled Group Member to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject any Group Member to an any additional material obligations or requirements under any Environmental Claim that could result Laws; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in a Material Adverse Effectrelation to any matters disclosed pursuant to this Section 5.10(a) . (cb) Each Credit Party has made available shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries or Controlled Minority Holding that could reasonably be expected to result in, individually or in the Administrative Agent copies of all existing material environmental assessment reportsaggregate, assessmentsa Material Adverse Change, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential (ii) make an appropriate response to any Environmental Claims or compliance with Environmental Laws, in each case to the extent Claim against such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, Party or any other environmentalof its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, healthindividually or in the aggregate, or safety mattersa Material Adverse Change.

Environmental. (a) Except as would not reasonably be expected With respect to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties Subject Assets, neither EXCO nor any Contributed Company has entered into, or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to to, any Environmental Claim agreements, consents, orders, decrees, judgments, license or any permit conditions, or other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor directives of any Governmental Authority securing, in whole or in part, existence as of the date of this Agreement based on any Environmental Claims has attached Laws that relate to any Real Property the future use of any of the Credit Parties Subject Assets and that require any remediation or other change in the present conditions of any of their Subsidiariesthe Subject Assets. (b) None Except as set forth in Schedule 4.14, as of the Credit Parties or date of this Agreement neither EXCO nor any of their respective Subsidiaries Contributed Company has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under received written notice from any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge Person of any Credit Partyrelease, disposal, event, condition, circumstance, activity, practice or incident concerning any land, facility, asset or property included in the Subject Assets that: (i) interferes with or prevents compliance by any Contributed Company or the Subject Assets with any Environmental Law or the terms of any permits, licenses, orders, approvals, variances, waivers, franchises, rights or other locationauthorizations issued pursuant thereto; or (ii) gives rise to or results in any common law or other liability of any Contributed Company to any Person which, in each casethe case of either clause (i) or (ii) hereof, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in would have a Material Adverse Effect. (c) Each Credit Party has To EXCO’s Knowledge, all material reports, studies, written notices from environmental Governmental Authorities, tests, analyses, and other documents specifically addressing environmental matters related to the ownership or operation of the Subject Assets, which are in EXCO’s or its Affiliates’ possession, have been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlBG. (d) This Except as set forth in Schedule 4.14 and except for any matters that BG has claimed as Environmental Defects pursuant to Section 7.14 contains the sole and exclusive representations and warranties 12.1(a), to EXCO’s Knowledge, there are no material uncured violations of the Credit Parties any applicable Environmental Laws with respect to matters arising the Contributed Companies or the Subject Assets and no material obligations to remediate conditions by the Contributed Companies upon the Subject Assets under applicable Environmental Law (and no such obligation would arise as a result of notice or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, lapse of time or any other environmental, health, or safety mattersboth).

Environmental. Except to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on XS: (ai) Except as would each of XS and each of the XS Subsidiaries is and has been in compliance with, and is not in violation of, any Environmental Laws; (ii) to the knowledge of XS, no facts, events or conditions relating to the operations or property of XS or the XS Subsidiaries will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any Claims against XS or any of the XS Subsidiaries or any remediation obligations or liabilities; (iii) no orders, notifications, directives, demands, Claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity or other Person pursuant to any Environmental Laws relating to the operations, business or assets of XS or the XS Subsidiaries; (iv) each of XS and each of the XS Subsidiaries has reported to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (v) XS has made available to Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters, in the possession of XS or the XS Subsidiaries; (vi) none of XS or any of the XS Subsidiaries is subject to any past or present fact, condition or circumstance (including any threatened Claim) that could reasonably be expected to result in a Material Adverse Effect: Liability under any Environmental Laws; (ivii) to the Credit Parties best knowledge of XS, XS and each of their respective the XS Subsidiaries are in compliance with have obtained all Environmental Laws Approvals necessary as at the date hereof for the operation of the business carried on by XS and the XS Subsidiaries, and each Environmental Approval is valid, subsisting and in good standing in all jurisdictions in which material respects and neither XS nor the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective XS Subsidiaries is subject to in default or breach of any Environmental Claim or Approval in any other liability under any Environmental Law that respect and no proceeding is pending outstanding or, to the knowledge of such Credit PartyXS, has been threatened in writing; (iii) or is pending to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to revoke or limit any Environmental Claim against Approval; (viii) neither XS nor any of the Credit Parties XS Subsidiaries have agreed by contract or other agreement to indemnify or be responsible for any of their Subsidiaries and liabilities or obligations under Environmental Laws; (ivix) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of neither XS nor any of the Credit Parties XS Subsidiaries have used, except in material compliance in all respects with all Environmental Laws, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, orSubstance and, to the knowledge of XS, there have been no material releases of Hazardous Substances at any Credit Partyproperty or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased; and (x) there are no ongoing, or to the knowledge of XS, planned environmental investigations, remediations or other Hazardous Substance response actions at or relating to, any other locationproperty or facility which it owns, in each casecontrols, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effectmanages, operates or leases or previously owned, controlled, operated, managed or leased. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except Deliver to the Collateral Agent: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (ii) promptly upon a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectChange, and complying with all Permits required under Environmental Laws to operate (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the business vicinity of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties any Facility that could cause such Facility or any of their respective Subsidiaries is part thereof to be subject to any Environmental Claim material restrictions on the ownership, occupancy, transferability or any other liability use thereof under any Environmental Law Laws, provided, that is pending orwith respect to real property adjoining or in the vicinity of any Facility, Borrower shall have no duty to affirmatively investigate or make any efforts to become or stay informed regarding any such adjoining or nearby properties; (iii) as soon as practicable following the knowledge of such sending or receipt thereof by any Credit Party, threatened a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in writing; (iii) to the knowledge of the Credit Partiesaggregate, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise result in a Material Adverse Change, (B) any Release required to be reported to any Environmental Claim against federal, state or local governmental or regulatory agency, or (C) any of the request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Parties Party or any of their its Subsidiaries and (iv) no Lien in favor of may be potentially responsible for any Governmental Authority securingHazardous Materials Activity that, in whole individually or in partthe aggregate, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect.Change; (civ) Each Credit Party has made available to the Administrative Agent copies prompt written notice describing in reasonable detail (A) any proposed acquisition of all existing material environmental assessment reportsstock, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releasesassets, or property by Borrower or any other environmentalof its Subsidiaries that, healthindividually or in the aggregate, or safety matters.could reasonably be expected to

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each Keep any property either owned or operated by it free of their respective Subsidiaries are in compliance with all any Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted)Liens; (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any comply in all material respects with Environmental Claim or any other liability under any Environmental Law that is pending or, Laws and provide to the knowledge Collateral Agent any documentation of such Credit Party, threatened in writingcompliance which the Collateral Agent may reasonably request; (iii) to the extent the Borrower has knowledge thereof, promptly and in any event within two (2) Business Days of becoming aware thereof, provide the Agents written notice of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it and take any Remedial Actions required to axxxx said Release; (iv) provide the Agents with written notice within ten (10) days of the Credit Partiesreceipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any Guarantor; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against the Borrower or any Guarantor; and (C) notice of a violation, there are no conditions relating to the formerly owned Real Property that citation, request for information or other administrative order which could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. Effect and (cv) Each Credit Party has made available defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by the Borrower or any Guarantor for which the Borrower or any Guarantor is alleged to be responsible, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Administrative Agent copies presence or Release of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases(C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any other environmental, health, or safety mattersLender.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (ba) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to constitute a material violation of any applicable Environmental Law or that could give rise to an Environmental Claim that could reasonably be expected to result in a Material Adverse Effect. (cb) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) If the Administrative Agent requests in writing and if (A) the Borrower does not have environmental insurance with respect to any property owned, leased or operated by a Credit Party or (B) the Administrative Agent has reason to believe that there exists on any property owned, leased or operated by a Credit Party Hazardous Materials which materially affect the value of such property and with respect to which the Borrower has not furnished a report within the immediately previous twelve (12) month period, the Borrowers will furnish or cause to be furnished to the Administrative Agent, at the Borrowers' expense, a report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any such property and as to the compliance by the Credit Parties with Environmental Laws; provided that if there exists a continuing default or Event of Default as of the date of the Administrative Agent's written request for an environmental report pursuant to the terms of this Section 7.1(k)(i), the Borrower shall provide such report regardless of whether either of the conditions set forth in subsections (A) and each (B) of this Section 7.1(k)(i) has been satisfied. If the Borrowers fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and their respective Subsidiaries are representatives access to the Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). (ii) Each Credit Party will conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address all Hazardous Materials on, from, or affecting any real property owned or leased by a Credit Party to the extent necessary to be in compliance with all Environmental Laws in and all jurisdictions in which the Credit Parties or such Subsidiaryother applicable federal, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectstate, and complying local laws, regulations, rules and policies and with the orders and directives of all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, Governmental Authorities exercising jurisdiction over such real property to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that extent any failure could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. (ciii) Each Credit Party has made available to will promptly provide upon such Credit Party's receipt thereof all insurance certificate(s) evidencing the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties insurance held by any of the Credit Consolidated Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersthe Properties.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and has been since January 1, 2016, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each either case, in a manner that could would reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to any cost, liability or obligation of any of the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Debtors under any Environmental Laws, in each case to other than future costs, liabilities and obligations associated with remediation at the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties end of the Credit Parties with respect to matters productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental LawsLaws that remains unresolved, Environmental Claimsother than future costs, Hazardous Materialsliabilities and obligations associated with remediation at the end of the productive life of a well, Releasesfacility or pipeline that has produced, stored or any other environmentaltransported hydrocarbons, health, or safety matterswhich has not been made available to the Commitment Parties prior to the date hereof.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) All facilities, equipment, improvements, properties and operations comprising the Credit Parties and each of their respective Subsidiaries Purchased Assets are in material compliance with all Environmental Laws and Environmental Permits. (b) Primero is in possession of, and in compliance with, all jurisdictions in Environmental Permits that are required to own, lease and operate the Purchased Assets, and to conduct its business as it is now being conducted. Schedule (19)(b) of the Disclosure Letter contains a complete list of all such material Environmental Permits, which to the Credit Parties or such Subsidiary, as the case may beknowledge of Primero, are currently doing business (including obtaining, maintaining valid and in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries and, except as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, noted therein to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit PartiesPrimero, there are no conditions relating to proceedings in progress, pending, or threatened that may result in the formerly owned Real Property cancellation, revocation, suspension, recession or amendment of any Environmental Permit. (c) To the knowledge of Primero, there are no known or reasonably anticipated Environmental Liabilities associated with the Purchased Assets as at the Closing Date that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiarieshave a Primero Material Adverse Effect. (bd) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to To the knowledge of Primero, there are no polychlorinated byphenyls, asbestos, asbestos-containing materials, urea formaldehyde or underground storage tanks present in the Purchased Assets. (e) Primero has not received from any Credit PartyPerson or Government Entity, and, other than with respect to environmental matters that are or have been subject to a closure plan, has no knowledge of any other locationfacts, in each case, in a manner conditions or circumstances that could reasonably be expected to give rise result in, any notice, formal or informal, of any proceeding, application, order, demand, directive, claim or any other demand whatsoever, which relates to an Environmental Claim that Laws or Environmental Liabilities, and which could result in reasonably be expected to have a Primero Material Adverse Effect. (cf) Each Credit Party Primero has made available to the Administrative Agent copies of XxXxxx all existing material environmental assessment reportsaudits, assessments, reviewsinvestigation reports, auditsinspection reports, studies, plans, material regulatory correspondence and other documents material information and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Lawsdata, in each case with respect to environmental matters relating to the extent such reports, assessments, reviews, audits and documents and data Purchased Assets that are in their the possession or reasonable controlof Primero. (dg) This Section 7.14 contains For greater certainty, Primero has made available to XxXxxx all communications, whether oral or written, received from any Person or Government Entity, which relate to the sole and exclusive representations and warranties of closure plan submitted by Primero to the Credit Parties with respect to matters arising under or relating to Environmental LawsMNDM on September 30, Environmental Claims, Hazardous Materials, Releases, 2016 for the Black Fox Mine or any other environmental, health, closure plan submitted to the MNDM since the date of such Closure Plan. (h) The Primero Financial Assurance represents a complete list of all Financial Assurance that has been posted or safety mattersprovided by Primero to a Governmental Entity as required by Environmental Laws in connection with the Purchased Assets.

Environmental. (a) Except as would not reasonably be expected Each Acquired Entity and, to result the Knowledge of Seller, each Partially-Owned Entity is in substantial compliance with all applicable Environmental Laws. (b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding or, to the Knowledge of Seller, pending or threatened against, or in any other manner relating adversely to each Acquired Entity or, to the Knowledge of Seller, any Partially-Owned Entity, or their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Entity, which, if adversely determined, would, individually or in the aggregate, have a Material Adverse Effect: Effect with respect to the Acquired Entities. (ic) All material Environmental Permits which are necessary under any applicable Environmental Law for the Credit Parties ownership and operation by each Acquired Entity of their respective Subsidiaries the real property, assets and other facilities owned or used by each Acquired Entity and all of the properties related thereto have been duly obtained, made or taken and are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all are not subject to further Environmental Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or appeal, or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge Knowledge of such Credit PartySeller, threatened in writing; (iii) legal or administrative proceedings, and there are to the knowledge Knowledge of the Credit PartiesSeller, there are no conditions relating proposals to the formerly owned Real Property that could reasonably be expected to give rise to any amend, revoke or replace such material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlPermits. (d) This Section 7.14 contains Each Acquired Entity has not and is not and, to the sole and exclusive representations and warranties Knowledge of the Credit Parties Seller, no past or present lessee, owner, occupant, or licensee or other Person other than each Acquired Entity has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to matters arising under the real property owned or relating used by each Acquired Entity or, to the Knowledge of Seller, any Partially-Owned Entity in violation of any applicable Environmental Laws, Environmental Claims, Hazardous Materials, ReleasesLaw which would lead to the imposition of liability on, or a remediation order against an Acquired Entity or a Partially-Owned Entity and which would have a Material Adverse Effect with respect to such Acquired Entity. (e) No activities or operations of any Acquired Entity are or have been subject to any judicial, administrative or other environmentalproceedings alleging a violation of any applicable Environmental Law which, healthif adversely determined, would have a Material Adverse Effect with respect to any Acquired Entity. (f) To the Knowledge of Seller, no activities or operations of any Acquired Entity in respect of real property owned or used by any Acquired Entity are the subject of investigation or written notice from any Governmental Entity requiring material remedial action to respond to a Release of any Contaminant. (g) To the Knowledge of Seller, no Acquired Entity has been or is involved in any operations or Environmental Activity in violation of any applicable Environmental Law which activities would lead to the imposition of liability on, or safety mattersa remediation order against, such Acquired Entity or any Partially-Owned Entity which would have a Material Adverse Effect with respect to any Acquired Entity. (h) No Acquired Entity has filed any written notice or report of a Release of a Contaminant with any Governmental Entity in respect of the real property owned or used by an Acquired Entity or any part thereof, the consequence of which Release would have a Material Adverse Effect with respect to any Acquired Entity. (i) To the Knowledge of Seller, no order, instruction or direction of any Governmental Entity has been issued which required any Acquired Entity or any Partially-Owned Entity to carry out any material environmental remediation of the real property owned or used by any Acquired Entity under any applicable Environmental Law. (j) Since August 1, 2005, to the Knowledge of Seller, no Acquired Entity or Partially-Owned Entity has Released any Contaminants in excess of the applicable generic numerical standards set out in Environmental Law at, in or under any real property owned or used by an Acquired Entity or Partially-Owned Entity.

Environmental. (a) Except as would not Each Obligor will comply, and will cause each of its respective Subsidiaries to comply, and will use its best efforts to cause (a) their respective employees, agents, contractors and subcontractors, (b) all tenants under any lease or occupancy agreement affecting any portion of any Facility Plant and (c) all other Persons on or occupying such property, to comply, with all Environmental Laws where non-compliance could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: Effect or a liability to any Finance Party. (ib) With respect to the Credit Parties Obligors and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business members of the Credit Parties Group and their the respective Subsidiaries as currently conducted); (ii) none Facility Plants of each of the Credit Parties or foregoing, each Obligor will promptly advise the Agent in writing and in reasonable detail of (a) any Release of their respective Subsidiaries is subject any Hazardous Material after the date hereof required to be reported to any Federal, state, local or foreign governmental or regulatory agency under all applicable Environmental Claim or Laws, (b) any other liability under any Environmental Law that is pending remedial action taken after the date hereof by such Obligor or, to the knowledge of extent such Credit Party, threatened in writing; (iii) to the knowledge Obligor or any other member of the Credit PartiesGroup has any such knowledge, there are no conditions relating any other Person in response to (1) any Hazardous Material on, under or about any Facility Plant, the formerly owned Real Property that existence of which, individually or in the aggregate, could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse EffectEffect or any liability of any Finance Party or (2) any Environmental Claim asserted against any Obligor or any other member of the Group that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or any liability of any Finance Party, and (c) any request for information from any governmental agency that indicates such agency is investigating whether any Obligor or any other member of the Group may be potentially responsible for a Release of Hazardous Materials, to the extent any such Release of any Hazardous Material, remedial action or request for information could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or result in any liability of a Finance Party. (c) Each Credit Party has made available Obligor will, at its own expense, provide copies to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other such documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case information to the extent which such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, Obligor or any other environmental, health, member of the Group has access as the Agent or safety mattersthe Lenders may reasonably request in relation to any matters disclosed pursuant to this clause 22.8.

Environmental. (a) Except as set forth in Section 4.19 of the Company Disclosure Schedules and as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws (including with respect to exposure to Hazardous Materials), in each case relating to any of the Debtors or their Subsidiaries, (b) each Debtor and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since January 1, 2017, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors or their Subsidiaries that could has given rise or would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties or Debtors under any of their Subsidiaries. Environmental Laws, (bd) None to the Knowledge of the Credit Parties or any of their respective Subsidiaries Company, no Hazardous Material has been Released, generated, owned, treated, stored, transportedtransported or handled by any of the Debtors or their Subsidiaries, Released and none of the Debtors or disposed their Subsidiaries has arranged for or permitted the disposal of Hazardous Materials at, from, on or under Material at any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could has given rise or would reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to any cost, liability or obligation of any of the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual Debtors or potential Environmental Claims or compliance with their Subsidiaries under any Environmental Laws, and (e) no agreements in each case which any of the Debtors or their Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved. Notwithstanding the extent such reportsgenerality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 4.19 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to matters any environmental, health or safety matters, including any arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except as would not Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) except to the extent such failure to comply could reasonably be expected (either individually or in the aggregate) to result in have a Material Adverse Effect: , comply, and cause each of its Subsidiaries to comply, in all respects with Environmental Laws (isuch compliance to include, without limitation, (A) the Credit Parties maintenance of the financial assurance required by the Nuclear Regulatory Commission and each Department of their respective Subsidiaries are in compliance Public Health of the Commonwealth of Massachusetts with all Environmental Laws in all jurisdictions in which respect to the Credit Parties or such SubsidiaryFacility, covering the estimated amount needed to decontaminate and decommission the Facility at the end of the Facility’s use as the case may be, are currently doing business (including obtaining, maintaining in full force and effecta nuclear facility, and complying with all Permits required under Environmental Laws to operate (B) the business appropriate use, handling, generation, storage, treatment, Release and disposal of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Hazardous Materials at any property owned or leased by it or any of their respective its Subsidiaries is subject to any in accordance with applicable Environmental Claim or any other liability under any Environmental Law that is pending or, Laws) and provide to the knowledge Collateral Agent any documentation of such Credit Party, threatened in writingcompliance which the Collateral Agent may reasonably request; (iii) to provide the Agents written notice within ten (10) days of the Borrower obtaining knowledge of the Credit Parties, there are no conditions relating to the formerly any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned Real Property that or operated by it or any of its Subsidiaries which could reasonably be expected to give rise have a Material Adverse Effect and take any Remedial Actions required to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and xxxxx said Release; (iv) no Lien in favor provide the Agents with written notice within ten (10) days of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property the receipt of any of the Credit Parties following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of their its Subsidiaries. ; (bB) None commencement of the Credit Parties any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that which could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. ; and (cC) Each Credit notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) not incur any Environmental Liabilities and Costs the payment of which could reasonably be expected to have a Material Adverse Effect; and (vi) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party has made available or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Administrative Agent copies presence or Release of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases(C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party or any other environmental, health, of its Subsidiaries and/or (E) any Environmental Action filed against any Agent or safety mattersany Lender.

Environmental. (a) Except Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all non-privileged environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of the Controlled Group Members or by independent consultants, any Governmental Authority or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims which could reasonably be expected to result in material liabilities not contemplated by the Approved Budget; (ii) promptly upon a Specified Officer of Borrower obtaining knowledge thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws (other than any routine reports required by any permit or Environmental Law), (2) any remedial action taken by any Controlled Group Member or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims which could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Change, and (3) any Controlled Group Member’s discovery of any occurrence or condition on any Real Estate Asset adjoining or in the vicinity of any Facility then owned or leased by any Controlled Group Member that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by any Controlled Group Member, a copy of any and all non-privileged written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, would reasonably be expected to result in material liabilities not contemplated by the Approved Budget, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws (other than routine reports required by an permit or Environmental Law), and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether any Controlled Group Member may be potentially responsible for remediation or investigation of any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of Capital Stock, Property or other assets by any Controlled Group Member that could reasonably be expected to (A) expose any Group Member to, or result in, Environmental Claims that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change or (B) affect the ability of any Group Member to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations in a manner that could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries Change and (iv2) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached proposed action to be taken by any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating Controlled Group Member to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject any Group Member to an any additional material obligations or requirements under any Environmental Claim that could result Laws; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in a Material Adverse Effectrelation to any matters disclosed pursuant to this Section 5.10(a). (cb) Each Credit Party has made available shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries or Controlled Minority Holding that could reasonably be expected to result in, individually or in the Administrative Agent copies of all existing material environmental assessment reportsaggregate, assessmentsa Material Adverse Change, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential (ii) make an appropriate response to any Environmental Claims or compliance with Environmental Laws, in each case to the extent Claim against such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, Party or any other environmentalof its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, healthindividually or in the aggregate, or safety mattersa Material Adverse Change.

Environmental. (a) Except Holdings will deliver to the Administrative Agent and the Lenders promptly after any officer of Holdings or any Subsidiaries obtains knowledge thereof, notice of the following environmental developments to the extent that such environmental developments, either individually or when aggregated with all such other environmental developments, could reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property: (i) any pending or threatened Environmental Claim against Holdings or any Subsidiaries or any Facility; (ii) any Release or threatened Release of Hazardous Materials at, or, from or under, or any other condition or occurrence on, at or affecting, any Facility that could reasonably be expected to cause such Facility to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Holdings or any Subsidiaries of such Facility under any Environmental Law; or (iii) the taking of any response, removal or remedial action to the extent required by any Environmental Law or any Governmental Authority as would not a result of the Release or threatened Release of any Hazardous Materials on, at, under or from any Facility. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Holdings’ or such Subsidiary’s response thereto. (b) Subject to Section 5.9(d), Holdings will deliver to the Administrative Agent and the Lenders with reasonable promptness, such documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9. (c) Holdings will (i) comply, and will cause each of the Subsidiaries to comply, with all Environmental Laws and Environmental Permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of any Facility, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: , and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Facilities free and clear of any Liens imposed pursuant to such Environmental Laws, other than Permitted Liens and (ii) conduct any investigation, sampling, containment, removal, response or remedial action or monitoring at any Facility required by Environmental Law or any Governmental Authority or that is otherwise necessary to maintain the value, use and marketability of such Facility for industrial purposes or to assess or avoid any material liability under Environmental Laws. (d) Right of Access and Inspection. (i) After the Credit Parties and each receipt by the Administrative Agent or any Lender of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business any notice of the Credit Parties and their respective Subsidiaries as currently conductedtype described in Section 5.9(a); , or (ii) none if an Event of Default has occurred and is continuing, then, at the reasonable request of the Credit Parties or any of their respective Subsidiaries is subject Administrative Agent, Holdings will prepare and provide to the Administrative Agent an environmental report with respect to any Environmental Claim or any other liability under any Environmental Law that is pending matter disclosed pursuant to Section 5.9(a) or, to the knowledge if an Event of such Credit PartyDefault has occurred and is continuing, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise with respect to any Facility (the “Environmental Claim against Report”); provided, however, that any such Environmental Report shall not include the taking of the Credit Parties or any samples of their Subsidiaries air, soil, surface water, groundwater, effluent, and (iv) no Lien in favor of any Governmental Authority securingbuilding materials, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, fromin, on or under any currently Facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or formerly owned Real Propertyif Holdings does not prepare an Environmental Report or conduct the requested tests and investigations in a reasonably timely manner, facility relating the Administrative Agent may, upon prior notice to its businessHoldings, orretain an environmental consultant, at Holdings’ expense, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to prepare an Environmental Claim that could result Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. Holdings and the Subsidiaries will provide the Administrative Agent and its consultants with access to the Facilities during normal business hours in a Material Adverse Effectorder to complete any necessary inspections or sampling in accordance with this Section 5.9(d). The Administrative Agent will make commercially reasonable efforts to conduct any such investigations so as to avoid unreasonably interfering with the operation of the Facility. (cii) Each Credit Party The exercise of the Administrative Agent’s rights under Section 5.9(d)(i) shall not constitute a waiver of any default by Holdings or the Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit, observation, test or investigation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent shall not be deemed to have made available any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, which shall not be unreasonably withheld, neither Holdings nor any other party shall be entitled to rely on any site visit observation, test or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings or any other party against, or to inform Holdings or any other party of, any Hazardous Materials or any other adverse environmental condition affecting any of the Facilities. The Administrative Agent may in its reasonable discretion disclose to Holdings or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give Holdings prior notice of such disclosure and afford Holdings the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford Holdings the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Holdings acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation, testing or investigation by the Administrative Agent copies of all existing material environmental assessment reportsand that such reporting requirements are site and fact-specific, assessmentsand are to be evaluated by Holdings without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(d)(ii) shall be construed as releasing the Administrative Agent or the Lenders from any liability resulting from such site visit, reviewsobservation, audits, correspondence and other documents and data that have a material bearing on actual testing or potential Environmental Claims or compliance with Environmental Laws, in each case investigation to the extent such reports, assessments, reviews, audits incurred as a result of their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and documents and data are in their possession or reasonable controlnon-appealable decision). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except Environmental Disclosure. Company will deliver to Administrative Agent and Lenders: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that might reasonably be expected to result have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by Company or any of its Subsidiaries to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any of its Subsidiaries or any other Persons of which Company has knowledge in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required (3) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws to operate Laws; (iii) as soon as practicable following the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties sending or receipt thereof by Company or any of their respective its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported by Company or any of its Subsidiaries is subject to any Environmental Claim federal, state or local governmental or regulatory agency, and (3) any request made to Company or any other liability under of its Subsidiaries for information from any Environmental Law governmental agency that suggests such agency is pending orinvestigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, to the knowledge assets, or property by Company or any of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property its Subsidiaries that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties (A) expose Company or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securingto, in whole or in partresult in, Environmental Claims has attached that could reasonably be expected to any Real Property of any of have, individually or in the Credit Parties aggregate, a Material Adverse Effect or (B) result in Company or any of its Subsidiaries failing to maintain in full force and effect all material Governmental Authorizations required under any Environmental Law for their Subsidiaries. respective operations and (b2) None of the Credit Parties any proposed action to be taken by Company or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject Company or any of its Subsidiaries to an any additional material obligations or requirements under any Environmental Claim that could result in a Material Adverse Effect.Law; and (cv) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reportswith reasonable promptness, assessments, reviews, audits, correspondence and such other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, information as from time to time may be reasonably requested by Administrative Agent in each case relation to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlany matters disclosed pursuant to this Section 5.9(a). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) All facilities, equipment, improvements, properties and operations comprising the Credit Parties and each of their respective Subsidiaries Purchased Assets are in material compliance with all Environmental Laws and Environmental Permits. (b) Primero is in possession of, and in compliance with, all jurisdictions in Environmental Permits that are required to own, lease and operate the Purchased Assets, and to conduct its business as it is now being conducted. Schedule (19)(b) of the Disclosure Letter contains a complete list of all such material Environmental Permits, which to the Credit Parties or such Subsidiary, as the case may beknowledge of Primero, are currently doing business (including obtaining, maintaining valid and in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries and, except as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, noted therein to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit PartiesPrimero, there are no conditions relating to proceedings in progress, pending, or threatened that may result in the formerly owned Real Property cancellation, revocation, suspension, recession or amendment of any Environmental Permit. (c) To the knowledge of Primero, there are no known or reasonably anticipated Environmental Liabilities associated with the Purchased Assets as at the Closing Date that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiarieshave a Primero Material Adverse Effect. (bd) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to To the knowledge of Primero, there are no polychlorinated byphenyls, asbestos, asbestos- containing materials, urea formaldehyde or underground storage tanks present in the Purchased Assets. (e) Primero has not received from any Credit PartyPerson or Government Entity, and, other than with respect to environmental matters that are or have been subject to a closure plan, has no knowledge of any other locationfacts, in each case, in a manner conditions or circumstances that could reasonably be expected to give rise result in, any notice, formal or informal, of any proceeding, application, order, demand, directive, claim or any other demand whatsoever, which relates to an Environmental Claim that Laws or Environmental Liabilities, and which could result in reasonably be expected to have a Primero Material Adverse Effect. (cf) Each Credit Party Primero has made available to the Administrative Agent copies of XxXxxx all existing material environmental assessment reportsaudits, assessments, reviewsinvestigation reports, auditsinspection reports, studies, plans, material regulatory correspondence and other documents material information and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Lawsdata, in each case with respect to environmental matters relating to the extent such reports, assessments, reviews, audits and documents and data Purchased Assets that are in their the possession or reasonable controlof Primero. (dg) This Section 7.14 contains For greater certainty, Primero has made available to XxXxxx all communications, whether oral or written, received from any Person or Government Entity, which relate to the sole and exclusive representations and warranties of closure plan submitted by Primero to the Credit Parties with respect to matters arising under or relating to Environmental LawsMNDM on September 30, Environmental Claims, Hazardous Materials, Releases, 2016 for the Black Fox Mine or any other environmental, health, closure plan submitted to the MNDM since the date of such Closure Plan. (h) The Primero Financial Assurance represents a complete list of all Financial Assurance that has been posted or safety mattersprovided by Primero to a Governmental Entity as required by Environmental Laws in connection with the Purchased Assets.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (ba) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (cb) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (dc) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. To the knowledge of Asanko, except as is set out in the Asanko Disclosure Letter, each of Asanko and the Asanko Subsidiaries and their respective businesses, operations and properties: (ai) Except is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals; (ii) has not received any order, request or notice from any Person alleging a material violation of any Environmental Law; (iii) (i) is not a party to any litigation or administrative proceeding, nor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Environmental Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Environmental Release of any Hazardous Substances, (ii) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Law; (iv) is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would not reasonably be expected to result in a Material Adverse Effect: any material environmental liabilities; (iv) Asanko and the Credit Parties and each Asanko Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiarybusinesses, as currently operated, and the case may beownership and use including rehabilitation of their respective assets, all such Environmental Approvals are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under neither Asanko nor any of the Asanko Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to operate be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vi) there are no changes in the business status, terms or conditions of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties any Environmental Approvals held by Asanko or any of their respective Subsidiaries is subject to any Environmental Claim the Asanko Subsidiaries, or any other liability under renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Law that is pending orApprovals, to the knowledge or any review by, or approval of, any Governmental Entity of such Credit PartyEnvironmental Approvals that are required in connection with the execution or delivery of this Agreement, threatened in writingthe consummation of the transactions contemplated herein or the continuation of the business and operations of Asanko or any of the Asanko Subsidiaries following the Effective Date; (vii) Asanko and the Asanko Subsidiaries have made available to PMI all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (iiiviii) to the knowledge of Asanko, none of Asanko and the Credit PartiesAsanko Subsidiaries are subject to any past or present fact, there are no conditions relating to the formerly owned Real Property condition or circumstance that could reasonably be expected to give rise to result in material liability under any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their SubsidiariesLaws. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since July 1, 2018, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could would reasonably be expected to give rise to an any cost, liability or obligation of any of the Debtors under any Environmental Claim Laws, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that could result in a Material Adverse Effect. (c) Each Credit Party remains unresolved, which has not been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Commitment Parties prior to the extent such reportsdate hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 4.16 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to matters any environmental, health or safety matters, including any arising under or relating to Environmental Laws, Environmental Claims, Laws or Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except Deliver to the Collateral Agent: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Parent or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (ii) promptly upon a Responsible Officer of any Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by (or on behalf of) any Credit Party or any other Person in response to (x) any Hazardous Materials Activities, the existence of which, individually or in the aggregate, could reasonably be expected to result in one or more Environmental Claims resulting in a Material Adverse Change, or (y) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectChange, and complying with all Permits required under Environmental Laws to operate (C) any Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the business vicinity of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties any Facility that could cause such Facility or any of their respective Subsidiaries is part thereof to be subject to any Environmental Claim material restrictions on the ownership, occupancy, transferability or any other liability use thereof under any Environmental Law Laws, provided, that is pending orwith respect to real property adjoining or in the vicinity of any Facility, neither Borrower nor Parent shall have any duty to the knowledge of affirmatively investigate or make any efforts to become or stay informed regarding any such Credit Party, threatened in writingadjoining or nearby properties; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the knowledge aggregate, could reasonably be expected to result in a Material Adverse Change, (B) any Release required to be reported to any federal, state, local or foreign governmental or regulatory agency, or (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the Credit Partiesaggregate, there are no conditions relating could reasonably be expected to result in a Material Adverse Change; (iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Parent or any of its Subsidiaries, including Borrower, that, individually or in the formerly owned Real Property aggregate, could reasonably be expected to (x) expose Parent or any of its Subsidiaries, including Borrower, to, or result in, Environmental Claims that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. Change or (cy) Each Credit Party has made available to affect the Administrative Agent copies ability of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, Parent or any other environmentalof its Subsidiaries, healthincluding Borrower, to maintain in full force and effect all material Governmental Approvals required under any Environmental Laws for their respective operations, and (B) any proposed action to be taken by Parent or safety matters.any of its Subsidiaries,

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, environmental health or safety mattersmatters (which for clarity does not include matters arising under or relating to Health Care Laws).

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: Each Loan Party shall (i) the Credit Parties keep all Real Property free of any Environmental Liens, (ii) comply, and each of their respective Subsidiaries are in compliance take all steps to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, with all Environmental Laws in all jurisdictions in material respects and provide to Agents any documentation of such compliance which the Credit Parties or such SubsidiaryRequired Lenders may reasonably request, as the case may be, are currently doing business (including obtaining, maintaining iii) maintain and comply in full force and effect, and complying all material respects with all Permits Governmental Authorizations required under applicable Environmental Laws Laws, (iv) take all steps to operate the business prevent any material Release of the Credit Parties Hazardous Materials from any property owned or operated by any Loan Party, (v) ensure that there are no Hazardous Materials on, at or migrating from any property owned or operated by any Loan Party, (vi) undertake or cause to be undertaken any and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject all Remedial Actions in response to any Environmental Claim Claim, Release of Hazardous Materials or any other liability under any violation of Environmental Law that is pending orLaw, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any extent required by Environmental Claim against any of the Credit Parties Law or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached and to repair and remedy any impairment to the Real Property of any consistent with its current use and, upon request of the Credit Parties or any of their SubsidiariesRequired Lenders, provide Agents all data, information and reports generated in connection therewith. (b) None The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify Agents in writing (A) if it knows, suspects or believes there may be a material Release in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from any part of the Credit Parties Real Property or any improvements constructed thereon, (B) of their respective Subsidiaries has treated, stored, transported, Released any material Environmental Claims asserted against or disposed Environmental Liabilities and Costs of Hazardous Materials at, from, on any Loan Party or under predecessor in interest or concerning any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge (C) of any Credit Party, failure to comply with Environmental Law in all material respects at any other location, Real Property or that is reasonably likely to result in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim asserted against any Loan Party, (D) any Loan Party's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property that could result in a Material Adverse Effect. cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (cE) Each Credit Party has made available to the Administrative Agent copies any notice of all existing material environmental assessment reportsEnvironmental Lien filed against any Real Property, assessments, reviews, audits, correspondence and (ii) provide such other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, information as reasonably requested by Required Lenders in each case relation to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlany matter pursuant to this Section 5.9(b). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. Except as set forth in Schedule 5.17: (a) Except there are no Actions pending, or to the Knowledge of such Seller, threatened in writing before any Governmental Authority against such Subject Company or its Subsidiaries relating to any violation or breach of or liability under any Environmental Laws with respect to such Subject Company’s or its Subsidiaries’ ownership or operation of any Asset; (b) neither such Subject Company nor its Subsidiaries has entered into any agreements, consents, Orders, decrees or judgments with any Governmental Authorities based on any violations of or liability under Environmental Laws by such Subject Company or its Subsidiaries that relate to the future use of the Assets and that require any material future Remediation; (c) to the Knowledge of such Seller as of the Execution Date, and except as would not reasonably be expected to result in be material and adverse to the Business of such Subject Company Group, taken as a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties whole, there has been no release, treatment, storage, disposal, arrangement for or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business permitting of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties disposal, transportation or handling of, exposure to, or contamination by, any of their respective Subsidiaries is subject to any Environmental Claim Hazardous Substances that has given or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to would give rise to any Environmental Claim against any of the Credit Parties material liability to or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, other Person under Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility Laws relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control.Hazardous Substances; (d) This Section 7.14 contains neither such Subject Company nor its Subsidiaries have received written notice or report from any Governmental Authority or other Person relating to a material violation of, or material liability under, Environmental Laws, including any of the sole foregoing asserting that any of the Assets operated by such Subject Company or its Subsidiaries is the subject of any material Remediation, removal, clean-up, response action, enforcement action or Order regarding any material actual or alleged presence or Release of Hazardous Substances that has not been finally resolved; and (e) as of Closing, such Seller and exclusive such Subject Companies have made available to Purchaser copies of all material environmental reports, audits and assessments in their possession regarding the Assets. Notwithstanding any other provision of this Agreement, the representations and warranties of the Credit Parties in Section 5.13 (with respect to matters arising under or relating the Material Contracts described in clauses (m) and (n) of such definition), Section 5.16 and this Section 5.17 are the only representations and warranties in this Agreement with respect to Environmental Lawsenvironmental matters, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersLaws and/or Environmental Liabilities.

Environmental. Except for the Known Environmental Liabilities disclosed on Schedule 6.15 (ab)) Except as would not reasonably be expected to result in a Material Adverse Effect: hereto: (i) All of the Credit Parties ASIG Entities, as well as the assets of the ASIG Entities and each of their respective Subsidiaries the Business have complied and are in compliance with all applicable Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); Laws; (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Each ASIG Entity has timely obtained all permits, licenses, registrations and other governmental approvals and authorizations and has timely filed all reports and other documents required by applicable Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; Laws; (iii) There are no conditions or circumstances concerning any of the assets of the ASIG Entities which pose a material risk to the knowledge environment or health or safety of persons; (iv) No ASIG Entity or Seller has received notice of and Sellers have no Knowledge of any violation (whether alleged or proven), claim, liability, demand, litigation, proceeding or governmental investigation (whether pending or threatened) arising from applicable Environmental Laws relating to, the Business, the assets of the Credit PartiesASIG Entities or Hazardous Materials which are or were present on or with respect to the assets of the ASIG Entities. (v) Without limiting Sellers' indemnification obligations under Sections 12.2(a)(iii), (iv), (v) and (vi) hereof, to Sellers' Knowledge, there are no conditions past or present conditions, circumstances, activities, practices, incidents, actions, or plans relating to the formerly owned Real Property past or current business, assets or facilities of the ASIG Entities that could reasonably be expected to interfere with or prevent compliance or continued compliance with applicable Environmental Laws or which would give rise to any Environmental Claim against any of legal liability (whether statutory or common law) or which may otherwise form the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor basis of any Governmental Authority securingclaim, in whole action, demand, suit, proceeding, hearing, notice of violation, study or in partinvestigation based on or related to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling or the Release into the indoor or outdoor environment of any Hazardous Material; (vi) No lien relating to any applicable Environmental Claims Law has attached to any Real Property asset of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.ASIG Entity;

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: To the best of the Borrower's knowledge, (i) There have been no past (other than as disclosed to the Credit Parties Purchaser, the Administrative Agent and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as Collateral Agent prior to the case may be, are currently doing business (including obtaining, maintaining in full force and effectEffective Date), and complying with all Permits required under Environmental Laws to operate there are no pending or threatened (A) claims, complaints, notices or requests for information received by the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties Borrower or any of their respective Subsidiaries is subject its Affiliates with respect to any alleged violation of any Environmental Claim Law in relation to any Related Security or any other real property owned or leased by the Borrower or any of its Affiliates, or (B) claims, complaints, notices or requests for information to the Borrower or any of its Affiliates regarding potential liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise relation to any Environmental Claim against Related Security or any of real property owned or leased by the Credit Parties Borrower or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries.its Affiliates; (bii) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed there have been no releases (as defined in CERCLA) of Hazardous Materials at, fromon or under any property constituting Related Security or any real property owned or leased by the Borrower or any of its Affiliates; (iii) the Borrower and its Affiliates have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable in relation to any real property owned or leased by the Borrower or any of its Affiliates; (iv) there are no underground storage tanks, active or abandoned, on or under any currently real property owned or formerly leased by the Borrower or any of its Affiliates that contain or have contained any Hazardous Material; (v) no conditions exist, at, on or under any real property owned Real Propertyor leased by the Borrower or any of its Affiliates which, facility relating to its businesswith the passage of time, oror the giving of notice or both, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to would give rise to an liability under any Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reportsLaw, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive The representations and warranties of the Credit Parties with respect Borrower set forth in this Section 4.01 shall be deemed to matters arising under or relating be remade, without further act by any Person, on and as of the Effective Date and each Borrowing Date. The representations and warranties set forth in this Section 4.01 shall survive the Grant of the Collateral by the Borrower to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersthe Collateral Agent.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since January 1, 2016, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could would reasonably be expected to give rise to an any cost, liability or obligation of any of the Debtors under any Environmental Claim Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that could result has produced, stored or transported hydrocarbons, and (e) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a Material Adverse Effect. (c) Each Credit Party well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Commitment Parties prior to the extent such reportsdate hereof. Notwithstanding the generality of any other representations and warranties in this Agreement, assessments, reviews, audits the representations and documents and data are warranties in their possession or reasonable control. (d) This this Section 7.14 contains 4.16 constitute the sole and exclusive representations and warranties of the Credit Parties in this Agreement with respect to matters any environmental, health or safety matters, including any arising under or relating to Environmental Laws, Environmental Claims, Laws or Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to Agent any documentation of such compliance which Agent may reasonably request; (iii) provide Agent timely written notice (and in any event, within ten (10) days of any Credit Party obtaining knowledge of such event) of any Release of a Hazardous Material in excess of any reportable quantity from or onto property currently or during the period of ownership or operation by any Credit Party, formerly owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws to xxxxx said Release; provided, however, that no Credit Party shall be required to undertake any Remedial Action required by Environmental Laws to the extent that its obligation to do so is being contested in good faith and by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-performance thereof and adequate reserves, if any, are being maintained with respect to such circumstances in accordance with GAAP; (iv) provide Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Credit Party or any of its Subsidiaries; (B) commencement of any Environmental Action, or written notice that an Environmental Action will be filed, against any Credit Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) maintain and preserve, in all material respects, all Environmental Permits necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vi) maintain and comply, in all material respects, with any applicable financial assurance requirements under RCRA and any similar Environmental Law, as would specifically set forth but not limited to 40 C.F.R. 264 and 265, necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vii) comply, in all material respects, with all applicable writs, orders, consent decrees, judgments, injunctions, communications by any Governmental Authority, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws; (viii) provide Agent with prompt written notice in the event any Credit Party is required to spend more than $100,000 individually or $500,000 in the aggregate to comply with any Environmental Laws that have been promulgated and enacted by a Governmental Authority throughout the term of this Agreement; and (ix) file and submit truthful and complete representations, including, without limitation, applications, warranty statements and accompanying materials provided in support of such representations, submitted by the Credit Parties to obtain insurance. Without limiting the generality of the foregoing, whenever Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of any Credit Party in order to avoid any material non-compliance, with any Environmental Law which could reasonably be expected to result in the imposition of material fines or penalties or otherwise materially and adversely affect the business, assets or prospects of the Credit Parties on a Material Adverse Effectconsolidated basis, and Credit Parties have not contested such non-compliance in good faith and by proper proceedings with the appropriate Governmental Authority, the Credit Parties shall, at Agent’s request and Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to Agent to conduct, as applicable, such reasonable assessments, investigations or tests of the site where any Credit Parties and each of their respective Subsidiaries are in Party’s non-compliance or alleged non-compliance with all such Environmental Laws in all jurisdictions in which has occurred as to such non-compliance and prepare and deliver to Agent a report as to such non-compliance setting forth the Credit Parties results of such assessments, investigations or such Subsidiarytests, as the case may be, are currently doing business (including obtaining, maintaining in full force and effecta proposed plan for responding to any environmental problems described therein, and complying with all Permits required under Environmental Laws to operate the business an estimate of the Credit Parties costs thereof and their respective Subsidiaries as currently conducted); (ii) none provide to Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the applicable Credit Party’s response thereto or the estimated costs thereof, shall change in any material respect. The Credit Parties acknowledge and agree that neither the Loan Documents nor the actions of Agent or any Lender pursuant thereto, taken alone, shall operate or be deemed (i) to place upon Agent or any Lender any responsibility for the operation, control, care, service, management, maintenance or repair of property or facilities of the Credit Parties or any of their respective Subsidiaries is subject (ii) to any Environmental Claim make Agent or any other liability under Lender the “owner” or “operator” of any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any property or facilities of the Credit Parties or any a “responsible party” within the meaning of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with applicable Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as (i) There are no underground tanks and related pipes, pumps and other facilities at any CFC Location containing Hazardous Materials that are the responsibility of the any CFC Transferee and that would not reasonably be expected to give rise to a material liability of any CFC Transferee under any Environmental Law; and (ii) There is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement at any CFC Location that are the responsibility of any CFC Transferee and that would reasonably be expected to give rise to a material liability of any CFC Transferee under any Environmental Law. (b) Each of the CFC Transferees is presently, and for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to each CFC Location or to the CFC Transferees’ business operations. (c) (i) None of the CFC Transferees has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at any CFC Location, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there has been no Release of any Hazardous Material by any CFC Transferee at any CFC Location that would reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each material liability of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability CFC Transferee under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlLaw. (d) This Section 7.14 contains the sole and exclusive representations and warranties None of the Credit Parties CFC Transferees has within the past three (3) years (i) entered into or been subject to any Order with respect to matters arising any CFC Location; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) None of the CFC Transferees has contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersLaw.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) to the knowledge of the Credit Parties, no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, environmental health or safety mattersmatters (which for clarity does not include matters arising under or relating to Health Care Laws).

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all material Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries.. DB1/ 110631747.4 70 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20 (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, health or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties Company and each of their respective its Subsidiaries are in compliance with all material Environmental Laws in all jurisdictions in which the Credit Parties Company or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties Company and their respective its Subsidiaries as currently conducted); (ii) none of neither the Credit Parties or Company nor any of their respective its Subsidiaries is subject to any material Environmental Claim or any other material liability under any Environmental Law that is pending or, to the knowledge of such Credit Partythe Company, threatened in writing; (iii) to the knowledge of the Credit PartiesCompany, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any material Environmental Claim against any of the Credit Parties Company or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, material Environmental Claims has attached to any Real Property of any of the Credit Parties Company or any of their its Subsidiaries. (b) None of Neither the Credit Parties or Company nor any of their respective its Subsidiaries has treated, stored, transported, Released released (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980) or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Partythe Company, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 2.15 contains the sole and exclusive representations and warranties of the Credit Parties Company with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, health or safety matters.

Environmental. (a) Except Environmental Disclosure. Company will deliver to Administrative Agent and Lenders: (i) as would not reasonably soon as practicable following receipt thereof, copies of all environmental audits, and all material investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be expected reported to result any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required (3) Company’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws to operate Laws; (iii) as soon as practicable following the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties sending or receipt thereof by Company or any of their respective Subsidiaries is subject its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any Environmental Claim federal, state or local governmental or regulatory agency, and (3) any material request for information from any governmental agency that suggests such agency is investigating whether Company or any other liability under of its Subsidiaries may be potentially responsible for any Environmental Law that is pending orHazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, to the knowledge assets, or property by Company or any of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property its Subsidiaries that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties (A) expose Company or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securingto, in whole or in partresult in, Environmental Claims has attached that could reasonably be expected to any Real Property have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of any of the Credit Parties Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their Subsidiaries. respective operations and (b2) None of the Credit Parties any proposed action to be taken by Company or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject Company or any of its Subsidiaries to an any additional material obligations or requirements under any Environmental Claim that could result in a Material Adverse Effect.Laws; and (cv) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reportswith reasonable promptness, assessments, reviews, audits, correspondence and such other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, information as from time to time may be reasonably requested by Administrative Agent in each case relation to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlany matters disclosed pursuant to this Section 5.9(a). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except Holdings will deliver to the Administrative Agent and the Lenders promptly after any officer of Holdings or any Subsidiaries obtains knowledge thereof, notice of the following environmental developments to the extent that such environmental developments, either individually or when aggregated with all such other environmental developments, could reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property: (i) any pending or threatened Environmental Claim against Holdings or any Subsidiaries or any Facility; (ii) any Release or threatened Release of Hazardous Materials at, or, from or under, or any other condition or occurrence on, at or affecting, any Facility that could reasonably be expected to cause such Facility to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Holdings or any Subsidiaries of such Facility under any Environmental Law; or (iii) the taking of any response, removal or remedial action to the extent required by any Environmental Law or any Governmental Authority as would not a result of the Release or threatened Release of any Hazardous Materials on, at, under or from any Facility. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Holdings’ or such Subsidiary’s response thereto. (b) Subject to Section 5.9(d), Holdings will deliver to the Administrative Agent and the Lenders with reasonable promptness, such documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters addressed by this Section 5.9. (c) Holdings will (i) comply, and will cause each of the Subsidiaries to comply, with all Environmental Laws and Environmental Permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of any Facility, except for such noncompliances as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: , and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Facilities free and clear of any Liens imposed pursuant to such Environmental Laws, other than Permitted Liens and (ii) conduct any investigation, sampling, containment, removal, response or remedial action or monitoring at any Facility required by Environmental Law or any Governmental Authority or that is otherwise necessary to maintain the value, use and marketability of such Facility for industrial purposes or to assess or avoid any material liability under Environmental Laws. (i) After the Credit Parties and each receipt by the Administrative Agent or any Lender of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business any notice of the Credit Parties and their respective Subsidiaries as currently conductedtype described in Section 5.9(a); , or (ii) none if an Event of Default has occurred and is continuing, then, at the reasonable request of the Credit Parties or any of their respective Subsidiaries is subject Administrative Agent, Holdings will prepare and provide to the Administrative Agent an environmental report with respect to any Environmental Claim or any other liability under any Environmental Law that is pending matter disclosed pursuant to Section 5.9(a) or, to the knowledge if an Event of such Credit PartyDefault has occurred and is continuing, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise with respect to any Facility (the “Environmental Claim against Report”); provided, however, that any such Environmental Report shall not include the taking of the Credit Parties or any samples of their Subsidiaries air, soil, surface water, groundwater, effluent, and (iv) no Lien in favor of any Governmental Authority securingbuilding materials, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, fromin, on or under any currently Facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or formerly owned Real Propertyif Holdings does not prepare an Environmental Report or conduct the requested tests and investigations in a reasonably timely manner, facility relating the Administrative Agent may, upon prior notice to its businessHoldings, orretain an environmental consultant, at Holdings’ expense, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to prepare an Environmental Claim that could result Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. Holdings and the Subsidiaries will provide the Administrative Agent and its consultants with access to the Facilities during normal business hours in a Material Adverse Effectorder to complete any necessary inspections or sampling in accordance with this Section 5.9(d). The Administrative Agent will make commercially reasonable efforts to conduct any such investigations so as to avoid unreasonably interfering with the operation of the Facility. (cii) Each Credit Party The exercise of the Administrative Agent’s rights under Section 5.9(d)(i) shall not constitute a waiver of any default by Holdings or the Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit, observation, test or investigation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent shall not be deemed to have made available any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, which shall not be unreasonably withheld, neither Holdings nor any other party shall be entitled to rely on any site visit observation, test or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect Holdings or any other party against, or to inform Holdings or any other party of, any Hazardous Materials or any other adverse environmental condition affecting any of the Facilities. The Administrative Agent may in its reasonable discretion disclose to Holdings or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give Holdings prior notice of such disclosure and afford Holdings the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford Holdings the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Holdings acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation, testing or investigation by the Administrative Agent copies of all existing material environmental assessment reportsand that such reporting requirements are site and fact-specific, assessmentsand are to be evaluated by Holdings without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(d)(ii) shall be construed as releasing the Administrative Agent or the Lenders from any liability resulting from such site visit, reviewsobservation, audits, correspondence and other documents and data that have a material bearing on actual testing or potential Environmental Claims or compliance with Environmental Laws, in each case investigation to the extent such reports, assessments, reviews, audits incurred as a result of their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and documents and data are in their possession or reasonable controlnon-appealable decision). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each Neither Holdings nor any of their respective its Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or nor any of their respective Subsidiaries is Facilities or operations are subject to any Environmental Claim outstanding written order, consent decree or settlement agreement with any other liability under Person relating to (a) any Environmental Law that is pending orLaw, to (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the knowledge of such Credit Partyaggregate, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any comparable state law which could reasonably be expected to any have a Material Adverse Effect. There are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an 84 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A Environmental Claim against any of the Credit Parties Holdings or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securingthat, in whole individually or in partthe aggregate, Environmental Claims has attached could reasonably be expected to any Real Property of have a Material Adverse Effect. Neither Holdings nor any of the Credit Parties its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective its Subsidiaries has treated, stored, transported, Released stored or disposed of Hazardous Materials atany hazardous waste at any Facility, fromand none of Holdings' or any of its Subsidiaries' operations involves the treatment, on storage or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge disposal of any Credit Party, any other locationhazardous waste that, in each case, would require a permit under RCRA. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a manner that reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this Section 4.14 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to give rise to an Environmental Claim that could result in have a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. Opco acknowledges, covenants and agrees as follows: (a) Except that the Partnership, either itself or through its employees or agents, has not made and Opco has not relied upon, any representations, warranties or other assurances from the Partnership or its employees or agents as would not reasonably be expected to result in a Material Adverse Effect: to: (i) the Credit Parties and each existence, nature or extent of their respective Subsidiaries are any Contaminants on or in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties soils, surface water or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business groundwater of the Credit Parties and their respective Subsidiaries as currently conducted)LIL Land Area or any part of it or anything situated thereon; or (ii) none the need to remediate the soil, surface water or groundwater of the Credit Parties LIL Land Area or any part of their respective Subsidiaries is subject it to any comply with the provisions of Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries.Laws; (b) None the use of and operations on the Credit Parties or any LIL Land Area under this Agreement shall at all times and in all respects comply with and abide by the requirements of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an all Environmental Claim that could result in a Material Adverse Effect.Laws; (c) Each Credit Party has made available to no Contaminants shall be brought onto the Administrative Agent copies LIL Land Area or Released therefrom as a result of or in the course of the use and occupation of the LIL Land Area under this Agreement, except in accordance with all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control.; (d) This Section 7.14 contains Opco shall promptly provide to the sole and exclusive representations and warranties Partnership a copy of any environmental site investigation, assessment, audit, report or test results relating to the LIL Land Area or anything situated thereon conducted by or for Opco at any time; (e) Opco shall promptly notify the Partnership in writing of any Release of a Contaminant in the course of the Credit Parties with respect to matters arising use and occupation of the LIL or the LIL Land Area under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, this Agreement or any other environmentaloccurrence or condition on the LIL Land Area that: (i) is not in accordance with Environmental Laws; (ii) does or could contaminate the soils or groundwater of the LIL Land Area; or (iii) could subject either Opco or the Partnership to any Claims, healthfines, penalties, orders, investigations or proceedings under Environmental Laws; (f) Opco shall comply with any lawful order made under Environmental Laws concerning the clean up or remediation of the LIL Land Area or neighbouring lands that is required as a result of any Release of any Contaminant in, under or upon the LIL Land Area due to the use or occupation thereof under this Agreement; (g) upon the expiry of the LIL Lease Term or any earlier termination thereof Opco shall carry out any clean up or remediation of the LIL Land Area that is required as a result of any Release of any Contaminant in, under or upon the LIL Land Area due to the use or occupation thereof during the LIL Lease Term to and in accordance with the standards prescribed by Environmental Laws and without limitation shall: (i) commence and complete, at its sole risk and expense, such clean up and remediation; (ii) dispose of any contaminated soil or water or Contaminant taken from the LIL Land Area, in accordance with Environmental Laws; and (iii) replace any contaminated soil removed from the LIL Land Area with clean fill as appropriate under the circumstances; and (h) it shall indemnify, defend and save harmless the Partnership in respect of all claims for bodily injury (including death), property damage or other loss or damage, including damage to property outside the LIL Land Area, arising out of or in any way connected with the manufacture, storage, transportation, handling and Release of Contaminants on or from the LIL Land Area by Opco, or safety mattersby any agent, employee, O&M Contractor or any other party for whom Opco is responsible in law.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse EffectFor purposes of this paragraph: (i) "Existing Environmental Conditions" shall --------------------------------- mean the Credit Parties and each environmental conditions at the Premises, including the presence of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiaryany Hazardous Materials, as of the case may becommencement of the Term of this Lease including but not limited to any conditions specifically identified in the reports (the "Environmental and Structural Reports") listed in Schedule 33 hereto: ------------------------------------ -- A. Landlord agrees to indemnify and save harmless Tenant, are currently doing business Tenant's successors and assigns and Tenant's present and future officers, directors, employees and agents (collectively "Indemnitees") from and against any and all ----------- liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments, and costs and expenses incidental thereto (including obtainingcost of defense, maintaining in full force settlement, reasonable attorney's fees, reasonable consultant's fees and effectreasonable expert fees), and complying with which Tenant or any or all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries Indemnitees may hereafter suffer, incur, be responsible for or disburse as currently conducted); a result of: (ii1) none any governmental action, order, directive, administrative proceeding or ruling; (2) personal or bodily injuries (including death) or damage (including loss of the Credit Parties or any of their respective Subsidiaries is subject use) to any Environmental Claim Premises (public or any other liability under any Environmental Law that is pending orprivate); (3) cleanup, to the knowledge of such Credit Partyremediation, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties investigation or any of their Subsidiaries and (iv) no Lien in favor monitoring of any Governmental Authority securingpollution or contamination of or adverse effects on human health or the environment; or (4) any violation or alleged violation of laws, in whole statutes, ordinances, orders, rules or in part, Environmental Claims has attached to any Real Property regulations of any governmental entity or agency (collectively "Environmental Liabilities") ------------------------- directly or indirectly caused by or arising out of the Credit Parties any Existing Environmental Conditions or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, Environmental Hazards existing on or under any currently or formerly owned Real Property, facility relating to its business, or, to about the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case Premises except to the extent that any such reportsEnvironmental Hazard is caused by or arises out of Tenant's occupancy of the Premises. The term "Environmental Hazards" shall be --------------------- defined as hazardous substances, assessmentshazardous wastes, reviewspollutants, audits asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) and documents underground storage tanks. The term "hazardous substances" shall be as defined in the Comprehensive Environmental -------------------- Response, Compensation, and data are Liability Act (42 U.S.C. Section 9601 et seq.) ------ (CERCLA), and any regulations promulgated pursuant thereto. The term "hazardous --------- wastes" shall be as defined in their possession or reasonable controlthe Resource Conservation and Recovery Act (42 ------ U.S.C. Section 6901 et seq.) (RCRA), and any regulations promulgated pursuant ------ thereto. The term "pollutants" shall be as defined in the Clean Water Act (33 ---------- U.S.C. Section 1251 et seq.), and any regulations promulgated pursuant thereto. ------ This provision shall survive termination of the Lease. B. Tenant agrees to indemnify and save harmless Landlord, Landlord's successors and assigns and Landlord's present and future officers, directors, employees and agents (dcollectively "Indemnitees") This Section 7.14 contains the sole from and exclusive representations against any and warranties all ----------- liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorneys' fees, reasonable consultant fees and reasonable expert fees), which Landlord or any or all of the Credit Parties with respect Indemnitees may hereafter suffer, incur, be responsible for or disburse as a result of any Environmental Liabilities directly or indirectly caused by or arising out of any Environmental Hazards existing on or about the Premises but only to matters arising under the extent that any such Environmental Hazards are caused by or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersarise out of Tenant's occupancy of the Premises. This provision shall survive termination of the Lease.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such SubsidiaryDebtors, as the case may be, are currently doing business (b) each Debtor has received (including obtainingtimely application for renewal of the same), maintaining and maintained in full force and effect, all environmental permits, licenses and complying other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since January 1, 2014, has been, in compliance with the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge terms of such Credit Partypermits, threatened in writing; licenses and other approvals and with all applicable Environmental Laws, (iiic) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of their Subsidiaries. (b) None of the Credit Parties Debtors, and no Hazardous Material has been transported to or Released at any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, location in a manner that could would reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies any cost, liability or obligation of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with respect to matters arising under remediation at the end of the productive life of a well, facility or relating to Environmental Lawspipeline that has produced, Environmental Claimsstored or transported Hydrocarbons, Hazardous Materials, Releases, or and (e) there are no agreements in which any other environmental, health, or safety matters.of the Debtors has expressly 35

Environmental. (a) Except as set forth in Section 4.19 of the Company Disclosure Schedules or as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (ia) no unresolved written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Credit Parties Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened, in each case, which allege a violation of or liability under any Environmental Laws (including with respect to exposure to Hazardous Materials), in each case relating to any of the Debtors or their Subsidiaries, (b) each Debtor and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining has received and maintained in full force and effecteffect all environmental permits, licenses and other approvals, and complying has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all Permits required under applicable Environmental Laws to operate and is, and since the business Lookback Date, has been, in compliance with the terms of the Credit Parties such permits, licenses and their respective Subsidiaries as currently conducted); other approvals and with all applicable Environmental Laws, (iic) none of the Credit Parties Debtors or any of their respective Subsidiaries is are subject to any Order applicable to it or with respect to its assets arising under Environmental Claim or any other liability under any Environmental Law that is pending orLaw, to the knowledge of such Credit Party, threatened in writing; (iiid) to the knowledge Knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors or their Subsidiaries that could has given rise or would reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties cost, liability or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property obligation of any of the Credit Parties Debtors or their Subsidiaries under any of their Subsidiaries. Environmental Laws, (be) None of the Credit Parties or any of their respective Subsidiaries no Hazardous Material has been Released, generated, treated, stored, transportedtransported or handled by any of the Debtors or their Subsidiaries, Released and none of the Debtors or disposed their Subsidiaries has arranged for or permitted the disposal of Hazardous Materials at, from, on or under Material at any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could has given rise or would reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party any cost, liability or obligation of any of the Debtors or their Subsidiaries has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with under any Environmental Laws, in each case to the extent such reportsand (f) none of Debtors or their Subsidiaries has, assessmentseither expressly or by operation of Law, reviews, audits and documents and data are in their possession assumed any liabilities or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties obligations of the Credit Parties with respect to matters any other Person arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersLaws that remains unresolved.

Environmental. (a) Except as would not reasonably be expected to result The Company and its Subsidiaries are, and have been during the three (3)–year period immediately preceding the date hereof, in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in material compliance with all applicable Environmental Laws in all jurisdictions in Laws, except for any failures to comply which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, not material to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their SubsidiariesBusiness. (b) None of the Credit Parties The Company and its Subsidiaries are not subject to any outstanding order, consent, decree, claim, action or written notice from any Governmental Entity or third party regarding any actual or alleged violation of, or any of their respective Subsidiaries has treatedliabilities or potential liabilities under, stored, transported, Released Environmental Laws or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, related to the knowledge presence or release of any Credit PartyHazardous Substance, except for any other locationorders, in each caseconsents, in a manner that could reasonably be expected decrees, claims, actions or notices which are not material to give rise to an Environmental Claim that could result in a Material Adverse Effectthe Business, the Company or its Subsidiaries. (c) Each Credit Party has made available to To the Administrative Agent copies Knowledge of all existing material environmental assessment reportsthe Seller, assessmentsthere are no Hazardous Substances present on, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Lawsat, in each case or under any real property currently or formerly owned, leased or operated by the Company or its Subsidiaries in quantities above those allowed by applicable Environmental Laws and for which the Company or its Subsidiaries is or may be responsible, except to the extent such reportsnot material to the Business, assessments, reviews, audits and documents and data are in their possession the Company or reasonable controlits Subsidiaries. (d) This Section 7.14 contains To the sole and exclusive representations and warranties Knowledge of the Credit Parties Seller, neither the Company nor its Subsidiaries has expressly provided any indemnity for any known liability of any other person under any Environmental Laws, except for any indemnities which are not material to the Business, the Company or its Subsidiaries. (e) To the Knowledge of the Seller, there are no underground storage tanks or related piping for which the Company or its Subsidiaries is responsible at any Leased Real Property. (f) To the Knowledge of Seller, the Company and its Subsidiaries do not have any environmental reports, studies, assessments or audits relating to environmental matters with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersthe Leased Real Property.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) To the Credit Parties Knowledge of the Company and each of their respective Subsidiaries are its subsidiaries, the Company and each of its subsidiaries has complied and is in compliance in all material respects with all applicable Environmental Laws in all jurisdictions in which Laws. To the Credit Parties Knowledge of the Company and each of its subsidiaries, neither the Company nor any of its subsidiaries has received any notice of any obligation, liability, order, settlement, judgment, injunction or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required decree relating to or arising under Environmental Laws to operate Laws. To the business Knowledge of the Credit Parties Company and their respective Subsidiaries as currently conducted); (ii) none each of its subsidiaries, no facts, circumstances or conditions exist with respect to the Credit Parties Company or any of their respective Subsidiaries is subject to any Environmental Claim its subsidiaries that would, individually or any other liability under any Environmental Law that is pending orin the aggregate, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any Liabilities to the Company or its Subsidiaries in excess of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries$25,000. (b) None The Company has made available to Newco copies of all environmentally related audits, studies, reports, analyses and results of investigations that are in the Credit Parties Company’s or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on its subsidiaries’ possession or under any its or their control with respect to currently or formerly owned Real Propertypreviously owned, facility relating to leased or operated properties of the Company or any of its businesssubsidiaries. (c) To the Knowledge of the Company and each of its subsidiaries, or, except to the knowledge of any Credit Partyextent the following would not, any other locationindividually or in the aggregate, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim Liabilities in excess of $25,000, there is not now, nor has there been in the past, on, in or under any real property currently or previously owned, leased or operated by the Company or any of its subsidiaries or its or their predecessors: (i) any underground storage tanks, above-ground storage tanks, dikes or impoundments; (ii) any asbestos-containing materials; (iii) any polychlorinated biphenyls; (iv) any radioactive substances; or (v) any other substance that could result in a Material Adverse Effect. (c) Each Credit Party has made available would give rise to the Administrative Agent copies of all existing material environmental assessment reportsany liabilities or investigative, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual corrective or potential Environmental Claims or compliance with remedial obligations pursuant to any Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties For purposes of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.this Agreement:

Environmental. (a) Except as The property, assets and operations of the Company and its subsidiaries comply in all material respects with all applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to result in have a Material Adverse Effect: ). (b) To the Knowledge of the Company, (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties real properties currently or formerly owned, leased or operated by the Company or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability subsidiary (including groundwater under any Environmental Law that is pending or, to such real properties) (the knowledge of such Credit Party, threatened in writing; (iii"Properties") to the knowledge of the Credit PartiesCompany and its subsidiaries related thereto, there are no conditions relating is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a release of any Hazardous Materials into the formerly owned Real Property that environment where such expenditures could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and have a Material Adverse Effect, (ivii) there are no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, underground storage tanks present on or under any currently or formerly owned Real Property, facility relating to its business, or, to of the knowledge Properties the presence of any Credit Party, any other location, in each case, in a manner that which could reasonably be expected to give rise have a Material Adverse Effect, and (iii) there are no pending or threatened in writing: (A) actions or proceedings from any governmental agency or any other person or entity regarding the disposal of Hazardous Materials, or regarding any Hazardous Materials Laws or evaluation, or (B) liens or governmental actions, notices of violations, notices of noncompliance or other proceedings of any kind relating to an Environmental Claim that any of the Hazardous Materials Laws with respect to the Properties where such actions, proceedings or liens could result in reasonably be expected to have a Material Adverse Effect. (c) Each Credit Party Neither the Company nor any of its subsidiaries has made available to any liability in connection with any release of any Hazardous Materials into the Administrative Agent copies of all existing material environmental assessment reportsenvironment, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent except where such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releasesliability would not have, or any other environmentalreasonably be expected to have, health, or safety mattersa Material Adverse Effect.

Environmental. (ai) Except Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to Agent any documentation of such compliance which Agent may reasonably request; (iii) provide Agent timely written notice (and in any event, within ten (10) days of any Credit Party obtaining knowledge of such event) of any Release of a Hazardous Material in excess of any reportable quantity from or onto property currently or during the period of ownership or operation by any Credit Party, formerly owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws to xxxxx said Release; provided, however, that no Credit Party shall be required to undertake any Remedial Action required by Environmental Laws to the extent that its obligation to do so is being contested in good faith and by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-performance thereof and adequate reserves, if any, are being maintained with respect to such LEGAL_US_E # 82813718.8 circumstances in accordance with GAAP; (iv) provide Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Credit Party or any of its Subsidiaries; (B) commencement of any Environmental Action, or written notice that an Environmental Action will be filed, against any Credit Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) maintain and preserve, in all material respects, all Environmental Permits necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vi) maintain and comply, in all material respects, with any applicable financial assurance requirements under RCRA and any similar Environmental Law, as would specifically set forth but not limited to 40 C.F.R. 264 and 265, necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vii) comply, in all material respects, with all applicable writs, orders, consent decrees, judgments, injunctions, communications by any Governmental Authority, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws; (viii) provide Agent with prompt written notice in the event any Credit Party is required to spend more than $100,000 individually or $500,000 in the aggregate to comply with any Environmental Laws that have been promulgated and enacted by a Governmental Authority throughout the term of this Agreement; and (ix) file and submit truthful and complete representations, including, without limitation, applications, warranty statements and accompanying materials provided in support of such representations, submitted by the Credit Parties to obtain insurance. Without limiting the generality of the foregoing, whenever Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of any Credit Party in order to avoid any material non-compliance, with any Environmental Law which could reasonably be expected to result in the imposition of material fines or penalties or otherwise materially and adversely affect the business, assets or prospects of the Credit Parties on a Material Adverse Effectconsolidated basis, and Credit Parties have not contested such non-compliance in good faith and by proper proceedings with the appropriate Governmental Authority, the Credit Parties shall, at Agent’s request and Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to Agent to conduct, as applicable, such reasonable assessments, investigations or tests of the site where any Credit Parties and each of their respective Subsidiaries are in Party’s non-compliance or alleged non-compliance with all such Environmental Laws in all jurisdictions in which has occurred as to such non-compliance and prepare and deliver to Agent a report as to such non-compliance setting forth the Credit Parties results of such assessments, investigations or such Subsidiarytests, as the case may be, are currently doing business (including obtaining, maintaining in full force and effecta proposed plan for responding to any environmental problems described therein, and complying with all Permits required under Environmental Laws to operate the business an estimate of the Credit Parties costs thereof and their respective Subsidiaries as currently conducted); (ii) none provide to Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the applicable Credit Party’s response thereto or the estimated costs thereof, shall change in any material respect. The Credit Parties acknowledge and agree that neither the Loan Documents nor the actions of Agent or any Lender pursuant thereto, taken alone, shall operate or be deemed (i) to place upon Agent or any Lender any responsibility for the operation, control, care, service, management, maintenance or repair of property or facilities of the Credit Parties or any of their respective Subsidiaries is subject (ii) to any Environmental Claim make Agent or any other liability under Lender the “owner” or “operator” of any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any property or facilities of the Credit Parties or any a “responsible party” within the meaning of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with applicable Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.. LEGAL_US_E # 82813718.8

Environmental. (a) Except as would not Issuer shall, and shall cause each Project Company to, comply in all material respects with all Environmental Laws. (b) Issuer shall promptly upon it or any Project Company becoming aware of the occurrence thereof advise Note Holders in writing and in reasonable detail of and provide copies of any material documents and correspondence (including any environmental reports or audits) related to: (i) any Release of any Hazardous Materials required to be reported by Issuer or any Project Company to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any pending or threatened in writing Environmental Claims involving Issuer or any Project Company that could reasonably be expected to involve more than $1,000,000 or result in materially adverse restrictions on the operation of a Project or use of any Facility or otherwise have a Material Adverse Effect, (iii) any remedial action taken by Issuer, any Project Company, or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which could reasonably be expected to result in an Environmental Claim involving more than $1,000,000 or resulting in materially adverse restrictions on the operation of a Project or use of any Facility or to otherwise have a Material Adverse Effect: , or (iy) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim Claims involving any Subject Company that, individually or in the aggregate, could reasonably be expected to involve more than $1,000,000 or to otherwise have a Material Adverse Effect, (iv) Issuer’s discovery of any other liability under occurrence or condition on any Environmental Law that is pending or, to real property adjoining or in the knowledge vicinity of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property any Facility that could reasonably be expected to give rise cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Claim against Laws, (v) any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of request for information from any Governmental Authority securing, in whole or in part, Environmental Claims has attached to that creates a reasonable likelihood that such Governmental Authority is investigating whether any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed Subject Company may be potentially responsible for a Release of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge in violation of any Credit PartyEnvironmental Law; and (vi) any facts, any other locationcircumstances, in each casecondition, in a manner or occurrence that could reasonably be expected to give rise to form the basis of an Environmental Claim that arising with respect to any Facility or Project or against any Subject Company, which Environmental Claim could reasonably be expected to involve more than $1,000,000 or result in materially adverse restrictions on the operation of a Project or use of any Facility or otherwise have a Material Adverse Effect. (c) Each Credit Party has Issuer shall promptly take, and shall cause each Subject Company to take, any and all necessary remedial action in connection with the presence, storage, use, disposal, transportation or Release of any Hazardous Materials on, under, from, or about any Facility or Project at any time in order to comply with all applicable Environmental Laws and Authorizations and to respond to any Environmental Claim made available against such Subject Company. In the event Issuer or any other Subject Company undertakes any remedial action with respect to the Administrative Agent copies of all existing material environmental assessment reportsany Hazardous Materials on, assessmentsunder or about any Facility, reviews, audits, correspondence such Subject Company shall conduct and other documents and data that have a material bearing on actual or potential Environmental Claims or complete such remedial action in compliance with all applicable Environmental Laws, and in each case accordance with the policies, orders and directives of all federal, state and local Governmental Authorities except when, and only to the extent that, such reportsSubject Company’s liability for such presence, assessmentsstorage, reviewsuse, audits and documents and data are disposal, transportation or discharge of any Hazardous Materials is being contested in their possession or reasonable controlgood faith by such Subject Company in accordance with Permitted Contest Procedures. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except Environmental Disclosure. Parent will deliver to Administrative Agent and Lenders: (i) as would not reasonably soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Parent or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be expected reported to result any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Parent or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required (3) Parent or any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws to operate Laws; (iii) as soon as practicable following the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties sending or receipt thereof by Parent or any of their respective Subsidiaries is subject its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any Environmental Claim federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Parent or any other liability under of its Subsidiaries may be potentially responsible for any Environmental Law that is pending orHazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, to the knowledge assets, or property by Parent or any of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property its Subsidiaries that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties (A) expose Parent or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securingto, in whole or in partresult in, Environmental Claims has attached that could reasonably be expected to any Real Property have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of any of the Credit Parties Parent or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their Subsidiaries. respective operations and (b2) None of the Credit Parties any proposed action to be taken by Parent or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject Parent or any of its Subsidiaries to an any additional material obligations or requirements under any Environmental Claim that could result in a Material Adverse Effect.Laws; and (cv) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reportswith reasonable promptness, assessments, reviews, audits, correspondence and such other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, information as from time to time may be reasonably requested by Administrative Agent in each case relation to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlany matters disclosed pursuant to this Section 5.9(a). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. Comply, and cause each of its Subsidiaries to comply in all material respects, with the requirements of all Environmental Laws and provide to the Agent all documentation in connection with such compliance that the Agent may reasonably request; and not cause or permit the Collateral or any property or facility owned, operated or occupied by the Borrower or any of its Subsidiaries to be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any Hazardous Materials except in compliance with applicable laws. On behalf of the Borrower and its Subsidiaries, the Borrower hereby agrees to defend, indemnify, and hold harmless the Agent, the Lenders and the Letter of Credit Issuer, their employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities (aincluding strict liability), settlements, damages, costs, or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses) Except as would not reasonably be expected to result in a Material Adverse Effect: and Environmental Liabilities and Costs arising out of (i) any Release, or threatened Release on any property presently or formerly owned or occupied by the Credit Parties and each Borrower or any of its Subsidiaries (or their respective Subsidiaries are predecessors in compliance with all Environmental Laws in all jurisdictions in interest or title) or at any disposal facility which received Hazardous Materials generated by the Credit Parties Borrower or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business any of the Credit Parties and their respective Subsidiaries as currently conducted)its Subsidiaries; (ii) none any violation of Environmental Laws, (iii) any Environmental Actions, (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, generated, transported or deposited by the Credit Parties Borrower or any of their respective its Subsidiaries is subject to any Environmental Claim (or any other liability under predecessor in interest or title); and/or (v) the breach of any Environmental Law that is pending or, to representation or warranty made by the knowledge Borrower in Section 6.19 hereof or the breach of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against covenant made by any of the Credit Parties Borrower or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiariesthis Section 7. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except all facilities and operations of APM and the APM Subsidiaries have been conducted, and are now, in material compliance with all Environmental Laws and there are no facts, known after due inquiry by APM, that could give rise to a notice of material non-compliance with any Environmental Laws; (ii) APM and the APM Subsidiaries are in possession of, and in material compliance with, all permits required under Environmental Laws to own, lease and operate the APM Real Property Interests and APM Mineral Rights and to conduct its business as they are now being conducted; (iii) none of the APM Real Property Interests and APM Mineral Rights are located within or, to the knowledge of APM, adjacent to an area that has been determined to be an environmentally sensitive area or a wetlands area by any Governmental Entity; (iv) no environmental reclamation or closure obligation, demand, notice, work order or other material environmental liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of APM or the APM Subsidiaries, and, to the knowledge of APM, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business; (v) neither APM nor any of the APM Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures; (vi) to the knowledge of APM, there are no material changes in the status, terms or conditions of any Environmental Permits held by APM or the APM Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of APM or the APM Subsidiaries following the Effective Date; (vii) neither APM nor any of the APM Subsidiaries is (i) a party to any litigation or administrative proceeding nor has any litigation or administrative proceeding been threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (ii) has any knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, Remedial Action or other response by it pursuant to applicable Environmental Laws; or (iii) is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and, to its knowledge, has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; (viii) neither APM nor any of the APM Subsidiaries, nor to the knowledge of APM, any of its and their predecessors in title has (A) used any APM Real Property Interests or APM Mineral Rights, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws or (B) caused or permitted the Release of any Hazardous Substance at, on or under the APM Real Property Interests or APM Mineral Rights, or the Release of any Hazardous Substance off-site of the APM Real Property Interests or APM Mineral Rights, except in compliance in all material respects with Environmental Laws. None of the APM Real Property Interests or APM Mineral Rights is now, or to the knowledge of APM, has been used for or been designated as a waste disposal site; (ix) to the knowledge of APM, there are no conditions that directly or indirectly relate to environmental matters or to the condition of the soil or the groundwater that would not adversely affect APM or the APM Subsidiaries in a material manner (whether at, on or below APM Real Property Interests, or APM Mineral Rights or any adjoining properties); (x) APM has made available to Constantine all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and (xi) to the knowledge of APM, neither APM nor any of the APM Subsidiaries is subject to any past or present fact, condition or circumstance that could reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other material liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their SubsidiariesLaws. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to result in have a Material Adverse Effect: (i) , the Credit Parties Company and each of their respective its Subsidiaries are and each of the Mining Operations is and has been in compliance with with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted)Laws; (ii) none the Company and each of its Subsidiaries, directly or through the Credit Parties or any of their respective Subsidiaries Contractors possesses, has possessed and is subject to any and has been in compliance in all material respects with all applicable Environmental Claim or any other liability under any Environmental Law that is Permits; (iii) there are no Actions pending or, to the knowledge Knowledge of such Credit Partythe Seller, threatened against either the Company or any of its Subsidiaries or to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is in writingviolation of or has any Liability under Environmental Laws or Environmental Permits; (iiiiv) no Releases of Hazardous Materials have occurred and no Person has been exposed to the knowledge of the Credit Partiesany Hazardous Materials at, there from, in, to, on, or under any Site and no Hazardous Materials are no conditions relating present in, on, under, about or migrating to the formerly owned Real Property or from any Site that could would reasonably be expected to give rise to any a material Liability to the Company and its Subsidiaries under applicable Environmental Claim against Laws; (v) neither the Company nor any of its Subsidiaries nor to the Credit Parties Knowledge of the Seller either of the Contractors has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (vi) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any of their its Subsidiaries (or any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Site Assessment dated March 8, 2010 by Jxxx X. Xxxx Company Mining and Geological Consultants made available to Purchaser; (ivvii) no Lien in favor except for the Contract Mining Agreements, neither the Company nor any of its Subsidiaries has, either expressly or by operation of Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Governmental Authority securing, in whole (except with regard to the transfer of Permits or in part, Environmental Claims has attached to any Real Property other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Credit Parties or Seller’s Disclosure Schedule, neither the Company nor any of their Subsidiariesits Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (B) underground storage tanks, or (C) asbestos-containing material at the Real Property. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, Notwithstanding anything elsewhere in this agreement to the knowledge of any Credit Partycontrary, any other location, the representations and warranties in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data this Section 4.15 are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties in this Agreement concerning environmental matters, subject to the last sentence of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersSection 4.6(e).

Environmental. (a) Except as The Company is and, since January 4, 2021 (the “Inception Date”), has been in compliance with all applicable Environmental Laws and has not received any written communication, whether from a Governmental Body, citizens group, employee or any other Person, alleging that the Company is not in such compliance. (b) Since the Inception Date, the Company has not received notice of any claim under any Environmental Law, other than any such claim that has been fully resolved with no further Liability to the Company. (c) To Sellers’ Knowledge, the Company has not Released any Hazardous Substances at, on, or beneath any Leased Real Property in a quantity or concentration that has resulted or would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all an Environmental Laws in all jurisdictions in which the Credit Parties Liability or such Subsidiary, as the case may be, are currently doing business other material obligation (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties any investigatory or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iiicorrective action obligation) to the knowledge Company, and the Leased Real Property is free of the Credit Partiespresence of Hazardous Substances in the soil, there are no conditions relating to the formerly owned Real Property subsurface strata, groundwater, surface water, air, buildings, fixtures, outdoor artificial surfaces and structures, piping, drains, sumps, pits, ditches and equipment in a quantity, concentration or condition that could has resulted in, or would reasonably be expected to give rise to any result in, an Environmental Claim against any of Liability and no Hazardous Substances migrated, are migrating or shall migrate on or off the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Leased Real Property of through any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating environmental medium other than pursuant to its business, or, to the knowledge of any Credit Party, any other location, and in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with a Governmental Authorization issued under Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlLaw. (d) This Section 7.14 contains The Company possesses all material Governmental Authorizations required to be held under applicable Environmental Laws for such company to own and use its assets and properties and to conduct its business as currently conducted (“Environmental Permits”); (e) There is no Proceeding or Order against or involving the sole and exclusive representations and warranties Company or any of the Credit Parties with respect to matters arising under its assets or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, properties pending or threatened in writing by any Governmental Body or any other environmentalPerson pursuant to any Environmental Law; (f) No Hazardous Substance has been generated, healthemitted, transported, stored, treated or disposed of, released or handled by the Company in violation of any Environmental Law that would reasonably be expected to result in any material Environmental Liability to the Company. (g) The Company has not transported or arranged for the transportation of any Hazardous Substance to any location which is listed or proposed for listing on the National Priorities List under CERCLA, or safety matterson any similar state list or which is the subject of federal, state or local actions regarding the release of Hazardous Substance or, to the Sellers’ Knowledge, other investigations which may lead to claims for clean-up costs, remedial work, or other damages, or for personal injury claims, including but not limited to, claims under CERCLA or analogous state environmental clean-up laws.

Environmental. No Credit Party nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement 41 agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the Closing Date and each Credit Date, no Credit Party nor any of its Subsidiaries has received any letter or written request from any Governmental Authority for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (a42 U.S.C. (S) Except 9604) or any comparable state law. There are and, to each Credit Party's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Holdings nor any of its Subsidiaries nor, to any Credit Party's knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any facility, and none of Holdings's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as would defined under 40 C.F.R. Parts 260-270 or any state equivalent except for ordinary business activities that could not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance . Compliance with all Environmental Laws in all jurisdictions in which the Credit Parties current or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to operate have, individually or in the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to Holdings or any of their respective its Subsidiaries is subject relating to any Environmental Claim Law, any Release of Hazardous Materials, or any other liability under any Environmental Law that is pending orHazardous Materials Activity which individually or in the aggregate has had, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that or could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securinghave, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties Each Opto-tech Entity is and each of their respective Subsidiaries are has been at all times in compliance in all material respects with all Environmental Laws and are in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effectpossession of, and complying with in compliance with, all Permits required under relating to Environmental Laws necessary to operate carry on and conduct the business Business as presently conducted, and a complete list of such Permits is listed in Section 3.2(z)(i) of the Credit Parties and their respective Subsidiaries as currently conducted); Disclosure Schedule; (ii) none no notice, demand, or claim has been received by or served on any Opto-tech Entity, from any Person claiming or asserting any violation of the Credit Parties or any of their respective Subsidiaries is subject to any Liability under Environmental Claim Laws, or demanding payment, contribution, indemnification, remedial action, removal action or any other liability under action or inaction with respect to any Environmental Law that is pending oractual or alleged environmental damage or injury to persons, to the knowledge of such Credit Party, threatened in writing; property or natural resources; (iii) to the knowledge of the Credit Parties, there are no conditions relating to or occurrences on, in, at, or under any of the formerly owned Leased Real Property that could reasonably be expected to give rise to any material Liability under Environmental Claim against any of the Credit Parties or any of their Subsidiaries and Laws; (iv) there has been no Lien spill, discharge or Release of Hazardous Material on, at, about, under or from the Leased Real Property, caused by any Opto-tech Entity, including, but not limited to, any that (A) requires investigation or remediation under Environmental Laws; or, (B) has resulted or could result in favor any material Liability under Environmental Laws; (v) no building, equipment or other improvement on any Leased Real Property contains any (A) asbestos-containing materials; (B) polychlorinated biphenyls; or (C) underground storage tank for which any Opto-tech Entity has any Liability or responsibility, including under any lease document; (vi) any storage, recycling, treatment, disposal or offsite transportation of Hazardous Materials by any Opto-tech Entity is, and always has been, conducted in compliance in all material respects with Environmental Laws; (vii) No Opto-tech Entity has any environmental studies, reports, data and assessments or investigations, including “Phase I” and “Phase II” reports related to the environmental condition or compliance status of the Leased Real Property, or other properties for which any Opto-tech Entity may have Liability, which have been conducted by or on behalf of any Governmental Authority securingOpto-tech Entity; and (viii) no investigation, in whole administrative order, administrative order by consent, consent order, agreement, litigation or settlement is proposed or in partexistence or threatened or anticipated, Environmental Claims has attached with respect to or arising from environmental, health or safety aspects of the Leased Real Property or in any way related to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under about the Leased Real Property or at any currently or formerly owned off-site location originating from the Leased Real Property, facility relating to its businessor at any site or location previously owned, or, to the knowledge of operated or used by any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse EffectOpto-tech Entity. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except as There are no underground tanks and related pipes, pumps and other facilities at any QCFS Location containing Hazardous Materials that are the responsibility of QCFS and that would reasonably be expected to give rise to a material liability of QCFS under any Environmental Law; and (ii) there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement at any QCFS Location that are the responsibility of QCFS and that would reasonably be expected to give rise to a material liability of QCFS under any Environmental Law. (b) QCFS is presently, and for the past three (3) years has been in compliance in all material respects with all Environmental Laws applicable to each QFCS Location. (i) QCFS has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at any QCFS Location, except in compliance in all material respects with all applicable Environmental Laws; and (ii) there has been no Release of any Hazardous Material by QCFS at any QCFS Location that would reasonably be expected to result in a Material Adverse Effect: (i) the Credit Parties and each material liability of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability QCFS under any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlLaw. (d) This Section 7.14 contains QCFS has not within the sole and exclusive representations and warranties of the Credit Parties past three (3) years (i) entered into or been subject to any Order with respect to matters arising any QCFS Location; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any material liability under any Environmental Laws; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any material liability under any Environmental Law. (e) QCFS has not contractually agreed to assume any material liability of any other Person relating to or arising from any Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety mattersLaw.

Environmental. (a) Except Environmental Disclosure. Amscan will deliver to the Administrative Agent and the Lenders: (i) as would not soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Amscan or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that might reasonably be expected to result have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported by Amscan or any of its Subsidiaries to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any remedial action taken by Amscan or any of its Subsidiaries or any other Persons of which Amscan or any of its Subsidiaries has knowledge in response to (1) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (2) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect: (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required (C) Amscan’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws to operate Laws; (iii) as soon as practicable following the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties sending or receipt thereof by Amscan or any of their respective its Subsidiaries, a copy of any and all written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by Amscan or any of its Subsidiaries is subject to any Environmental Claim federal, state or local governmental or regulatory agency, and (C) any request made to Amscan or any other liability under of its Subsidiaries for information from any Environmental Law governmental agency that suggests such agency is pending orinvestigating whether Amscan or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, to the knowledge assets, or property by Amscan or any of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property its Subsidiaries that could reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties (1) expose Amscan or any of their its Subsidiaries and (iv) no Lien in favor of any Governmental Authority securingto, in whole or in partresult in, Environmental Claims has attached that could reasonably be expected to any Real Property of any of have, individually or in the Credit Parties aggregate, a Material Adverse Effect or (2) result in Amscan or any of its Subsidiaries failing to maintain in full force and effect all material Governmental Authorizations required under any Environmental Law for their Subsidiaries. respective operations and (bB) None of the Credit Parties any proposed action to be taken by Amscan or any of their respective its Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, modify current operations in a manner that could reasonably be expected to give rise subject Amscan or any of its Subsidiaries to an any additional material obligations or requirements under any Environmental Claim that could result in a Material Adverse Effect.Law; and (cv) Each Credit Party has made available with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case relation to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlany matters disclosed pursuant to this Section 5.09(a). (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (ai) Except Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to Agent any documentation of such compliance which Agent may reasonably request; (iii) provide Agent timely written notice (and in any event, within ten (10) days of any Credit Party obtaining knowledge of such event) of any Release of a Hazardous Material in excess of any reportable quantity from or onto property currently or during the period of ownership or operation by any Credit Party, formerly owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws to xxxxx said Release; provided, however, that no Credit Party shall be required to undertake any Remedial Action required by Environmental Laws to the extent that its obligation to do so is being contested in good faith and by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-performance thereof and adequate reserves, if any, are being maintained with respect to such circumstances in accordance with GAAP; (iv) provide Agent with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Credit Party or any of its Subsidiaries; (B) commencement of any Environmental Action, or written notice that an Environmental Action will be filed, against any Credit Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to have a Material Adverse Effect; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect; (v) maintain and preserve, in all material respects, all Environmental Permits necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vi) maintain and comply, in all material respects, with any applicable financial assurance requirements under RCRA and any similar Environmental Law, as would specifically set forth but not limited to 40 C.F.R. 264 and 265, necessary to operate, use or occupy each of the Credit Parties’ businesses, Facilities, operations, properties and assets; (vii) comply, in all material respects, with all applicable writs, orders, consent decrees, judgments, injunctions, communications by any Governmental Authority, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws; (viii) provide Agent with prompt written notice in the event any Credit Party is required to spend more than $100,000 individually or $500,000 in the aggregate to comply with any Environmental Laws that have been promulgated and enacted by a Governmental Authority throughout the term of this Agreement; and (ix) file and submit truthful and complete representations, including, without limitation, applications, warranty statements and accompanying materials provided in support of such representations, submitted by the Credit Parties to obtain insurance. Table of Contents Without limiting the generality of the foregoing, whenever Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of any Credit Party in order to avoid any material non-compliance, with any Environmental Law which could reasonably be expected to result in the imposition of material fines or penalties or otherwise materially and adversely affect the business, assets or prospects of the Credit Parties on a Material Adverse Effectconsolidated basis, and Credit Parties have not contested such non-compliance in good faith and by proper proceedings with the appropriate Governmental Authority, the Credit Parties shall, at Agent’s request and Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to Agent to conduct, as applicable, such reasonable assessments, investigations or tests of the site where any Credit Parties and each of their respective Subsidiaries are in Party’s non-compliance or alleged non-compliance with all such Environmental Laws in all jurisdictions in which has occurred as to such non-compliance and prepare and deliver to Agent a report as to such non-compliance setting forth the Credit Parties results of such assessments, investigations or such Subsidiarytests, as the case may be, are currently doing business (including obtaining, maintaining in full force and effecta proposed plan for responding to any environmental problems described therein, and complying with all Permits required under Environmental Laws to operate the business an estimate of the Credit Parties costs thereof and their respective Subsidiaries as currently conducted); (ii) none provide to Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the applicable Credit Party’s response thereto or the estimated costs thereof, shall change in any material respect. The Credit Parties acknowledge and agree that neither the Loan Documents nor the actions of Agent or any Lender pursuant thereto, taken alone, shall operate or be deemed (i) to place upon Agent or any Lender any responsibility for the operation, control, care, service, management, maintenance or repair of property or facilities of the Credit Parties or any of their respective Subsidiaries is subject (ii) to any Environmental Claim make Agent or any other liability under Lender the “owner” or “operator” of any Environmental Law that is pending or, to the knowledge of such Credit Party, threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could reasonably be expected to give rise to any Environmental Claim against any property or facilities of the Credit Parties or any a “responsible party” within the meaning of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with applicable Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties of the Credit Parties with respect to matters arising under or relating to Environmental Laws, Environmental Claims, Hazardous Materials, Releases, or any other environmental, health, or safety matters.

Environmental. (a) Except (i) Each of the Company and its Subsidiaries, and each of their facilities, businesses, assets, properties and leaseholds is, and at all times during the past five (5) years has been, in compliance with all applicable Environmental Laws, and (ii) none of the Company, its Subsidiaries, or any of their facilities, businesses, assets, properties or leaseholds, (A) is, or at any time during the past five (5) years has been, liable for any penalties, fines, or forfeitures for failure to comply with any applicable Environmental Laws or (B) is subject to any outstanding citations, notices or Orders of non-compliance with respect to any applicable Environmental Laws, in each case of (i) and (ii), except as would not reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect: . (i) All licenses, filings, permits, registrations or approvals of Governmental Entities required for the Credit Parties business of the Company and each of their respective its Subsidiaries under any Environmental Law (collectively, “Permits”) (A) have been secured and are in compliance with all Environmental Laws in all jurisdictions in which the Credit Parties or such Subsidiarypossession of the Company and each of its Subsidiaries, as the case may beapplicable, and (B) are currently doing business (including obtaining, maintaining in full force and effect, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none each of the Credit Parties or any Company and each of their respective its Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is pending orin compliance therewith, to the knowledge in each case of such Credit Party(i) and (ii), threatened in writing; (iii) to the knowledge of the Credit Parties, there are no conditions relating to the formerly owned Real Property that could except as would not reasonably be expected to give rise to any Environmental Claim against any of the Credit Parties or any of their Subsidiaries and (iv) no Lien in favor of any Governmental Authority securinghave, in whole either individually or in partthe aggregate, Environmental Claims has attached to any Real Property of any of the Credit Parties or any of their Subsidiaries. (b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, Released or disposed of Hazardous Materials at, from, on or under any currently or formerly owned Real Property, facility relating to its business, or, to the knowledge of any Credit Party, any other location, in each case, in a manner that could reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available The Company and each of its Subsidiaries have obtained all financial assurances required for the business of the Company and each of its Subsidiaries in the amounts and forms required pursuant to applicable Environmental Law or by a Governmental Entity, except as would not reasonably be expected, individually or in the Administrative Agent copies aggregate, to materially and adversely impact any Debtor’s operation of all existing material environmental assessment reportsthe business or current or currently proposed use, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual occupancy or potential Environmental Claims operation of any Debtor’s assets or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable controlproperties. (d) This Section 7.14 contains There has been no generation, manufacture, use, storage, treatment or release of Hazardous Materials by the sole and exclusive representations and warranties Company or any of its Subsidiaries or on any property currently or, to the Knowledge of the Credit Parties with respect Company, formerly owned or leased by the Company or any of its Subsidiaries, except such generation, manufacturing, use, storage, treatment or release that would not be reasonably expected to matters arising under give rise to or relating result in any material liability to the Company or any of its Subsidiaries. (e) (i) There are no visible signs of releases, spills, discharges, leaks or disposals of Hazardous Materials at, upon, or within any Owned Real Property or any premises leased by the Company or any of its Subsidiaries; (ii) neither the Owned Real Property nor any premises leased by the Company or any of its Subsidiaries, has ever been used by the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any other Person as a RCRA Subpart C treatment or disposal facility of any Hazardous Waste; and (iii) no Hazardous Wastes are present on the Owned Real Property or any premises lease by the Company or any of its Subsidiaries, in each case of (i), (ii) and (iii), except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) There are no Environmental LawsClaims pending or, to the Knowledge of the Company, threatened against, or that have been brought by, the Company or any of its Subsidiaries, and within the past five (5) years there have not been any such Environmental Claims, Hazardous Materialsin each case, Releasesexcept as would 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 asset, property, business, leasehold or facility currently or formerly owned or operated by the Company or any of its Subsidiaries that is reasonably likely (i) to form the basis of an Environmental Claim against the Company, any of its Subsidiaries or any asset, property, business, leasehold or facility owned or operated by the Company or any of its Subsidiaries, or (ii) to cause such assets, properties, businesses, leaseholds or facilities to be subject to any other environmentalrestrictions on its ownership, healthoccupancy, use or safety matterstransferability under any Environmental Law, in each case of (i) and (ii), except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Environmental. (a) Except as to matters that would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect (or with respect to clauses (c) and (e) below, where the failure, either individually or in the aggregate, to take such actions could not be reasonably expected to have a Material Adverse Effect: ): (ia) the Credit Parties Debtors, their Subsidiaries, their Real Properties and each of their respective Subsidiaries are in compliance Oil and Gas Properties and the operations conducted thereon, comply and have complied with all Environmental Laws in all jurisdictions in which and, to the Credit Parties knowledge of Debtors, any operations conducted thereon by any prior owner or operator of such Subsidiaryproperty complied with Environmental Laws, as (b) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the case may be, are currently doing business (including obtaining, maintaining in full force and effectDebtors, and complying with all Permits required under Environmental Laws to operate the business of the Credit Parties and their respective Subsidiaries as currently conducted); (ii) none of the Credit Parties or any of their respective Subsidiaries is subject to any Environmental Claim or any other liability under any Environmental Law that is there are no Legal Proceedings pending or, to the knowledge of such Credit Partythe Debtors, threatened which allege a violation of or liability under any Environmental Laws, in writing; each case relating to any of the Debtors, (iiic) each Debtor has received (including timely application for renewal of the same), and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (d) to the knowledge of the Credit PartiesCompany, there are no conditions relating to Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the formerly owned Real Property Debtors that could would reasonably be expected to give rise to any Environmental Claim against cost, liability or obligation of any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (e) no Hazardous Material has been Released, generated, treated, stored or handled by any of the Debtors or their Subsidiaries in a manner that could give rise to any liabilities, including liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws, (f) none of the Debtors or any of their Subsidiaries has owned or operated any Real Property, Oil and Gas Property, or facility (ivand no such property or facility is contaminated by any such Hazardous Material) no Lien in favor of any Governmental Authority securing, in whole a manner that has given or in part, Environmental Claims has attached would give rise to any Real Property of any of liabilities, including liabilities for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws, (g) Hazardous Materials, if any, generated by the Credit Parties Debtors or any of their Subsidiaries. (b) None Subsidiaries at any and all Real Property and Oil and Gas Property of any such Subsidiary have in the Credit Parties or any of their respective Subsidiaries has treated, stored, past been transported, Released or treated and disposed of Hazardous Materials atin compliance with Environmental Laws then in effect, from, on or under any currently or formerly owned Real Property, facility relating to its business, orand, to the knowledge of such Debtor, transport carriers and treatment and disposal facilities known by such Debtor to have been used by it are not the subject of any Credit Partyexisting action, investigation or inquiry by any other locationGovernmental Entity under any Environmental Laws, in each case, (h) no Hazardous Material has been transported to or Released at any location in a manner that could would reasonably be expected to give rise to an Environmental Claim that could result in a Material Adverse Effect. (c) Each Credit Party has made available to the Administrative Agent copies any cost, liability or obligation of all existing material environmental assessment reports, assessments, reviews, audits, correspondence and other documents and data that have a material bearing on actual or potential Environmental Claims or compliance with Environmental Laws, in each case to the extent such reports, assessments, reviews, audits and documents and data are in their possession or reasonable control. (d) This Section 7.14 contains the sole and exclusive representations and warranties any of the Credit Parties Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with respect to matters remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (i) no Debtor has any known pending investigation, monitoring, removal or remedial obligations under applicable Environmental Laws in connection with any Release or threatened Release of any Hazardous Materials into the environment by any Debtor or any Subsidiary thereof and (j) there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental LawsLaws that remains unresolved other than future costs, Environmental Claimsliabilities and obligations associated with remediation at the end of the productive life of a well, Hazardous Materialsfacility or pipeline that has produced, Releasesstored or transported hydrocarbons, or any other environmental, health, or safety matterswhich has not been made available to the Commitment Parties prior to the date hereof.