Common use of Environmental Liability Clause in Contracts

Environmental Liability. (a) To MBI’s knowledge, (i) MBI and the MBI Subsidiaries are in compliance in all material respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI or any of the MBI Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (iv) neither MBI nor any of the MBI Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither MBI nor any of the MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to MBI, the MBI Subsidiaries and any Owned Properties, Leased Properties or MBI Loan Property which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) To MBI’s knowledgeExcept as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its Subsidiaries, (i) MBI HBI and the MBI HBI Subsidiaries are in compliance in compliance, and since January 1, 2017 have complied, with all material respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI HBI or any of the MBI HBI Subsidiaries, or on any property in which MBI HBI or any of the MBI HBI Subsidiaries has held a security interest, Lien Lien, or a fiduciary or management role (“MBI Loan Property”) role, that would reasonably be likely to result in a material an Environmental Liability for MBI HBI or the MBI HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material an Environmental Liability for MBI HBI or the MBI HBI Subsidiaries, (iv) neither MBI HBI nor any of the MBI HBI Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither MBI HBI nor any of the MBI HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected likely to result in a material an Environmental Liability of MBI HBI or the MBI HBI Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI . HBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to MBIHBI, the MBI HBI Subsidiaries and any Owned Properties, Leased Properties currently owned or MBI Loan Property leased property of HBI which were prepared in the last five four (54) years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) To MBIANNB’s knowledge, (i) MBI ANNB and the MBI ANNB Subsidiaries are in material compliance in all material respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI ANNB or any of the MBI ANNB Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be likely expected to result in a material Environmental Liability for MBI ANNB or the MBI ANNB Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be likely expected to result in a material Environmental Liability for MBI ANNB or the MBI ANNB Subsidiaries, (iv) neither MBI ANNB nor any of the MBI ANNB Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither MBI ANNB nor any of the MBI ANNB Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI ANNB or the MBI Subsidiaries, ANNB Subsidiaries and (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI ANNB has listed in Section 3.16 of the MBI ANNB Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to MBIANNB, the MBI ANNB Subsidiaries and any Owned Properties, Leased Properties or MBI Loan Property other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) To MBI’s knowledgeExcept for matters that would not reasonably be expected to have a Company Material Adverse Effect, (i) MBI the Company and the MBI each of its Subsidiaries are in compliance in with all material respects with applicable Environmental Laws, have been in compliance with all applicable Environmental Laws except for any such noncompliance that has been fully resolved, and have obtained or timely applied for or renewed all Environmental Permits necessary for their operations as currently conducted; (ii) there have been no Contamination exceeding applicable cleanup standards Releases of any Hazardous Materials that require investigation or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI the Company or any of its Subsidiaries pursuant to any Environmental Law; (iii) there are no Environmental Claims pending or, to the MBI SubsidiariesKnowledge of the Company, or on any property in which MBI threatened against the Company or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI its Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, ; (iv) neither MBI the Company nor any of the MBI its Subsidiaries has received any written noticeretained or assumed, demand letter, either contractually or claim alleging any material violation of, or liability underby operation of law, any Environmental Law, (v) neither MBI nor any of the MBI Subsidiaries is subject to any order, decree, injunction liability or other agreement with any Governmental Entity or any third party under any Environmental Law obligation that would reasonably be expected to result in a material have formed the basis of any Environmental Liability Claim against the Company or any of MBI or the MBI its Subsidiaries, ; and (viv) there are no circumstances is not located at any property currently or conditions (including formerly owned, operated or leased by the presence Company or any of unencapsulated friable asbestos, its Subsidiaries any underground storage tanks, lead productsasbestos containing materials or assets or equipment containing polychlorinated biphenyls in excess of 50 parts per million. The Company and each of its Subsidiaries have delivered or otherwise made available for inspection to MergerCo true, polychlorinated biphenylscomplete and correct copies and results of any reports, prior manufacturing operationsstudies, dry-cleaning or automotive services) involving MBI analyses possessed or initiated by the Company or any of its Subsidiaries pertaining to Hazardous Materials in, on, beneath or adjacent to any Material Facility or regarding the MBI Subsidiaries, on any currently or formerly owned or operated property, Company’s or any MBI Loan Propertyof its Subsidiaries’ compliance with applicable Environmental Laws at such Facilities, in each case that could disclose matters would reasonably be expected to result have a Company Material Adverse Effect. Notwithstanding anything to the contrary in any material claimsthis Agreement, liability or investigations against MBI or any the representations and warranties set forth in this Section 3.16 and Section 3.19 shall be the sole and exclusive representations and warranties of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to MBI, the MBI Subsidiaries and any Owned Properties, Leased Properties or MBI Loan Property which were prepared in the last five (5) years, and, solely Company with respect to the MBI Loan Properties, are material to MBIenvironmental matters.

Environmental Liability. (a) To MBIUNNF’s knowledgeKnowledge, (iA) MBI UNNF and the MBI UNNF Subsidiaries are in material compliance in all material respects with applicable Environmental Laws, ; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI UNNF or any of the MBI SubsidiariesUNNF Subsidiary, or on any property in which MBI UNNF or any of the MBI Subsidiaries UNNF Subsidiary has held a security interest, Lien or a fiduciary or management role (“MBI UNNF Loan Property”), has been contaminated with, or has had any release of, any Hazardous Substance except in material compliance with Environmental Laws; (C) neither UNNF nor any UNNF Subsidiary could be deemed the owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any UNNF Loan Property that would reasonably be likely has been contaminated with, or has had any material and unlawful release to result in a the environment of, any regulated quantity of any Hazardous Substance; (D) neither UNNF nor any UNNF Subsidiary has any material Environmental Liability liability for MBI any Hazardous Substance disposal or the MBI Subsidiaries, (iii) no Contamination exists at contamination on any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, property; (ivE) neither MBI UNNF nor any of the MBI Subsidiaries UNNF Subsidiary has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, ; (vF) neither MBI UNNF nor any of the MBI Subsidiaries UNNF Subsidiary is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, Law; (viG) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI UNNF or any of the MBI SubsidiariesUNNF Subsidiary, on any currently or formerly owned or operated property, or any MBI UNNF Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI UNNF or any of the MBI SubsidiariesUNNF Subsidiary, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI UNNF Loan Property, and (viiH) MBI UNNF has listed set forth in Section 3.16 3.17 of the MBI UNNF Disclosure Schedule and made available to FNB DFSC copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to MBIUNNF, the MBI Subsidiaries any UNNF Subsidiary and any Owned Properties, Leased Properties currently owned or MBI Loan Property operated property of UNNF which were prepared in the last five years and (5I) UNNF has made available to DFSC copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding UNNF Loan as defined in Section 5.2(s) and which were prepared for UNNF in the last five years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) To MBI’s knowledge, Except as set forth in an Environmental Report: (i) MBI and there are no legal, administrative, arbitral or other proceedings, claims or actions pending or, to the MBI Knowledge of Seller, threatened against Seller or any Seller Subsidiaries with respect to the Branches nor are in compliance in all material respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards there governmental or third party environmental investigations or remediation thresholds under any Environmental Law exists at any real property, including buildings activities that seek to impose or other structures, currently or formerly owned or operated by MBI or any of the MBI Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would could reasonably be likely to result in the imposition, on Seller or any of Seller Subsidiaries with respect to the branches, of any liability or obligation arising under any local, state or federal environmental, health or safety statute, regulation, law (including common law) or ordinance, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“Environmental Laws”), which liability or obligation would reasonably be likely, individually or in the aggregate, to have a material Environmental Liability Material Adverse Effect; (ii) to the Knowledge of Seller, there is no reasonable basis for MBI any such proceeding, claim, action or the MBI Subsidiaries, (iii) no Contamination exists at governmental investigation that would impose any real property owned by a third party liability or obligation that would have or would reasonably be likely to result have a Material Adverse Effect; (iii) to the Knowledge of Seller, during or prior to the period of Seller’s or Seller Subsidiary’s ownership or operation of any property where the branches are located there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be likely, individually or in the aggregate, to have a material Environmental Liability for MBI or the MBI Subsidiaries, Material Adverse Effect; and (iv) neither MBI nor any of the MBI Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither MBI nor any of the MBI Subsidiaries Seller is not subject to any material agreement, order, decree, injunction judgment or other agreement decree by or with any Governmental Entity court, governmental authority, regulatory agency or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in imposing any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to MBI, the MBI Subsidiaries and any Owned Properties, Leased Properties or MBI Loan Property which were prepared in the last five (5) years, and, solely obligation with respect to the MBI Loan PropertiesBranches. Seller has made available to Purchaser prior to the date hereof any written third party environmental site assessment conducted since January 1, are material to MBI2009 assessing the presence of hazardous materials located on any Owned Real Property that is within the possession or control of Seller and its Affiliates as of the date hereof (collectively, the “Environmental Reports”).

Environmental Liability. (a) To MBIFNB’s knowledgeKnowledge, (iA) MBI FNB and the MBI its Subsidiaries are in material compliance in all material respects with applicable Environmental Laws, environmental laws; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI FNB or any of the MBI its Subsidiaries, or on any property in which MBI FNB or any of the MBI its Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI FNB Loan Property”) that would reasonably be likely to result ), has been contaminated with, or has had any release of, any Hazardous Substance except in a material compliance with Environmental Liability for MBI or the MBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (ivC) neither MBI FNB nor any of its Subsidiaries could be deemed the MBI owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any FNB Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither FNB nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither FNB nor any of its Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, ; (vF) neither MBI FNB nor any of the MBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, Law; (viG) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI FNB or any of the MBI its Subsidiaries, on any currently or formerly owned or operated property, or any MBI FNB Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI FNB or any of the MBI its Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI FNB Loan Property, and (viiH) MBI FNB has listed set forth in Section 3.16 of the MBI FNB Disclosure Schedule and made available to FNB Omega copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to MBIFNB, the MBI its Subsidiaries and any Owned Properties, Leased Properties currently owned or MBI Loan Property operated property of FNB which were prepared in the last five years and (5I) FNB has made available to Omega copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding FNB Loan and which were prepared for FNB in the last five years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. Except as set forth in Section 4.2(l) of the Enterprise Disclosure Schedule, and except as would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Enterprise Entities: (a1) To MBI’s knowledgeEnterprise, (i) MBI Enterprise GP and the MBI Subsidiaries Enterprise Subsidiaries, and to the Knowledge of the Enterprise Entities, the Enterprise Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and all Environmental Permits; (2) Enterprise, Enterprise GP, the Enterprise Subsidiaries, and to the Knowledge of the Enterprise Entities, the Enterprise Partially Owned Entities, have obtained or filed for all Environmental Permits for their respective businesses, operations, properties and Assets as they currently exist and are operated and all such Environmental Permits are currently in all material respects full force and effect; (3) no Enterprise Entity or Enterprise Subsidiaries or any of their respective businesses, operations, properties or Assets, or, to the Knowledge of the Enterprise Entities, the Enterprise Partially Owned Entities, or their respective businesses, operations, properties and Assets are subject to any pending or, to the Knowledge of the Enterprise Entities, threatened claims, actions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with applicable Environmental Laws; (4) within the five years prior to the date of this Agreement, (ii) there has been no Contamination exceeding applicable cleanup standards Release of Hazardous Substances on, under or remediation thresholds under any Environmental Law exists at any real propertyfrom the current or former property owned, including buildings or other structures, currently or formerly owned leased or operated by MBI or any of Enterprise, Enterprise GP, the MBI Enterprise Subsidiaries, or on any property in which MBI or any to the Knowledge of the MBI Subsidiaries has held a security interestEnterprise Entities, Lien or a fiduciary or management role the Enterprise Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported; (“MBI Loan Property”5) that would reasonably be likely to result in a material Environmental Liability for MBI or none of Enterprise, Enterprise GP, the MBI Enterprise Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely or to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (iv) neither MBI nor any Knowledge of the MBI Subsidiaries Enterprise Entities, the Enterprise Partially Owned Entities has received any written noticenotice asserting an alleged liability or obligation under any Environmental Laws involving the Enterprise Entities, demand letterthe Enterprise Subsidiaries or the Enterprise Partially Owned Entities with respect to the actual or alleged Hazardous Substance contamination of any property offsite of the properties of the Enterprise Entities or the Enterprise Subsidiaries; (6) to the Knowledge of the Enterprise Entities, there are not any existing, pending or threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or any other Governmental Entity directed against the Enterprise Entities, the Enterprise Subsidiaries or the Enterprise Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (7) there have been no ruptures in the Enterprise Pipeline Systems resulting in personal injury, loss of life, or claim alleging material property damage, except to the extent any material violation ofclaims related to such ruptures have been resolved and (8) to the Knowledge of the Enterprise Entities, there are no defects, corrosion or liability under, any Environmental Law, (v) neither MBI nor other damage to any of the MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, Enterprise Pipeline Systems that could reasonably be expected to result in any material claims, liability or investigations against MBI or any create a risk of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to MBI, the MBI Subsidiaries and any Owned Properties, Leased Properties or MBI Loan Property which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBIpipeline integrity failure.

Environmental Liability. (a) To MBI’s knowledgeExcept as set forth in the Reports filed and publicly available prior to the date hereof or in a letter from the Company to the Purchaser dated the date hereof, (i) MBI neither the Company nor any of its Subsidiaries has received any notice of any occurrence or circumstance which would reasonably be expected to give rise to a material claim under or pursuant to any Environmental Laws or in connection with any Hazardous Material, with respect to the Properties or arising out of the conduct of the Company or its Subsidiaries; (ii) none of the Properties are included or, to the Company’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, by the MBI United States Environmental Protection Agency or, to the Company’s knowledge, proposed for inclusion on any similar list issued by any state Governmental Entity pursuant to any other Environmental Law which identifies sites that would reasonably be expected to require remediation of Hazardous Material pursuant to any Environmental Law, (iii) no Environmental Lien has been imposed on the Properties by any Governmental Entity in connection with the presence on or off such Property of any Hazardous Material, (iv) none of the Company or any of its Subsidiaries has entered into or been subject to any consent decree, compliance order, administrative order or settlement agreement in connection with any Environmental Laws or in connection with any Hazardous Material with respect to the Properties or any facilities or improvements or any operations or activities thereon, except for any consent decree, compliance order, administrative order or settlement agreement that does not have and could not reasonably be expected to have a material adverse effect on the value of any Property, the marketability of any Property or the ability to finance or refinance any Property, (v) the Company has not received written notification of any legal, administrative, arbitral or other proceedings, or investigations, pending or to the Company’s knowledge threatened, against the Company or any of its Subsidiaries under any Environmental Laws or in connection with any Hazardous Materials, and (vi) the Company and its Subsidiaries are in compliance in all material respects with applicable all Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI or any of the MBI Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (iv) neither MBI nor any of the MBI Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither MBI nor any of the MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to MBI, the MBI Subsidiaries and any Owned Properties, Leased Properties or MBI Loan Property which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) To MBIOmega’s knowledgeKnowledge, (iA) MBI Omega and the MBI its Subsidiaries are in material compliance in all material respects with applicable Environmental Laws, environmental laws; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI Omega or any of the MBI its Subsidiaries, or on any property in which MBI Omega or any of the MBI its Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Omega Loan Property”) that would reasonably be likely to result ), has been contaminated with, or has had any release of, any Hazardous Substance except in a material compliance with Environmental Liability for MBI or the MBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (ivC) neither MBI Omega nor any of its Subsidiaries could be deemed the MBI owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any Omega Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither Omega nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither Omega nor any of its Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, ; (vF) neither MBI Omega nor any of the MBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, Law; (viG) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI Omega or any of the MBI its Subsidiaries, on any currently or formerly owned or operated property, or any MBI Omega Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI Omega or any of the MBI its Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Omega Loan Property, and (viiH) MBI Omega has listed set forth in Section 3.16 3.17 of the MBI Omega Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to MBIOmega, the MBI its Subsidiaries and any Owned Properties, Leased Properties currently owned or MBI Loan Property operated property of Omega which were prepared in the last five years and (5I) Omega has made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding Omega Loan (as defined in Section 5.2(s)) and which were prepared for Omega in the last five years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. (a) To MBI’s knowledgeExcept as set forth in Section 3.16(a) of the UBNC Disclosure Schedule or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on UBNC or any of its Subsidiaries, (i) MBI UBNC and the MBI UBNC Subsidiaries are in compliance in compliance, and since January 1, 2017 have complied, with all material respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI UBNC or any of the MBI UBNC Subsidiaries, or on any property in which MBI UBNC or any of the MBI UBNC Subsidiaries has held a security interest, Lien Lien, or a fiduciary or management role (“MBI Loan Property”) role, that would reasonably be likely to result in a material an Environmental Liability for MBI UBNC or the MBI UBNC Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material an Environmental Liability for MBI UBNC or the MBI UBNC Subsidiaries, (iv) neither MBI UBNC nor any of the MBI UBNC Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither MBI UBNC nor any of the MBI UBNC Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected likely to result in a material an Environmental Liability of MBI UBNC or the MBI UBNC Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI . UBNC has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to MBIUBNC, the MBI UBNC Subsidiaries and any Owned Properties, Leased Properties currently owned or MBI Loan Property leased property of UBNC which were prepared in the last five four (54) years, and, solely with respect to the MBI Loan Properties, are material to MBI.

Environmental Liability. Except as disclosed in Section 3.02(z) of the Seller Disclosure Schedule: (a1) To MBI’s knowledgeneither the conduct or operation of Seller Bank or Seller Bank Subsidiaries nor any condition of any property presently or previously owned, leased or operated by any of them (i) MBI and the MBI Subsidiaries are including in compliance a fiduciary or agency capacity), violates or, has violated in all any material respects with applicable respect any Environmental Laws; (2) there has been no release of any Hazardous Substance by, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under contamination on any Environmental Law exists at any real property, including buildings or other structures, property currently or formerly owned or operated by MBI by, Seller Bank or any of the MBI Subsidiaries, Seller Bank’s Subsidiaries in any manner that has given rise to any current or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be likely expected to result in a give rise to any future remedial obligation, corrective action requirement or material Liabilities under applicable Environmental Liability for MBI or the MBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, (iv3) neither MBI Seller Bank nor any of the MBI Seller Bank’s Subsidiaries has received any written noticeclaims, notices, demand letterletters or requests for information (except for such claims, notices, demand letters or claim alleging requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any Governmental Authority or any other Person asserting that Seller Bank or any of Seller Bank’s Subsidiaries are alleged to have any material violation of, or liability under, Liabilities under any Environmental Law, (v) neither MBI nor any of including responsibility for the MBI Subsidiaries is subject to any order, decree, injunction cleanup or other agreement with remediation of any Governmental Entity pollutants, contaminants or hazardous or toxic wastes, substances or materials at, on, beneath or originating from any third party property they have owned, leased, operated or held as collateral or in a fiduciary capacity; (4) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation of any applicable Environmental Law, or in a manner that has given rise to, or that would reasonably be expected to give rise to, any material Liabilities under any Environmental Law Law, from any current or former properties or facilities while owned or operated by Seller Bank or any of Seller Bank’s Subsidiaries or as a result of any operations or activities of Seller Bank or any of its Subsidiaries at any location, and, to Seller’s Knowledge, Hazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, (vi) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI Liabilities to Seller Bank or any of the MBI SubsidiariesSeller Bank’s Subsidiaries under any Environmental Law; (5) neither Seller Bank, on Seller Bank’s Subsidiaries nor any currently of their respective properties or formerly owned or operated propertyfacilities are subject to, or are, to Seller’s Knowledge, threatened to become subject to, any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant Liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, indemnity or claim asserted or arising under any Environmental Law or materially and adversely affect the value of any MBI Loan Property, Law; and (vii6) MBI Seller Parent has listed in Section 3.16 of the MBI Disclosure Schedule and made available to FNB Purchaser Bank copies of all environmental reports or reports, studies, assessments, sampling data, correspondence data and filings other environmental information in its possession relating to MBISeller Bank or any of Seller Bank’s Subsidiaries or any of their current or former properties or operations. Notwithstanding anything in this Agreement to the contrary, the MBI Subsidiaries representations and any Owned Properties, Leased Properties or MBI Loan Property which were prepared warranties contained in this Section 3.02(z) are the last five (5) years, and, solely only representations and warranties being made by the Seller Parent in this Agreement with respect to the MBI Loan Properties, are material to MBIcompliance with or Liabilities under Environmental Laws.

Environmental Liability. (a) To MBI’s knowledgeUNNF's Knowledge, (iA) MBI UNNF and the MBI UNNF Subsidiaries are in material compliance in all material respects with applicable Environmental Laws, ; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by MBI UNNF or any of the MBI SubsidiariesUNNF Subsidiary, or on any property in which MBI UNNF or any of the MBI Subsidiaries UNNF Subsidiary has held a security interest, Lien or a fiduciary or management role (“MBI "UNNF Loan Property”"), has been contaminated with, or has had any release of, any Hazardous Substance except in material compliance with Environmental Laws; (C) neither UNNF nor any UNNF Subsidiary could be deemed the owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any UNNF Loan Property that would reasonably be likely has been contaminated with, or has had any material and unlawful release to result in a the environment of, any regulated quantity of any Hazardous Substance; (D) neither UNNF nor any UNNF Subsidiary has any material Environmental Liability liability for MBI any Hazardous Substance disposal or the MBI Subsidiaries, (iii) no Contamination exists at contamination on any real property owned by a third party that would reasonably be likely to result in a material Environmental Liability for MBI or the MBI Subsidiaries, property; (ivE) neither MBI UNNF nor any of the MBI Subsidiaries UNNF Subsidiary has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, ; (vF) neither MBI UNNF nor any of the MBI Subsidiaries UNNF Subsidiary is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law that would reasonably be expected to result in a material Environmental Liability of MBI or the MBI Subsidiaries, Law; (viG) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI UNNF or any of the MBI SubsidiariesUNNF Subsidiary, on any currently or formerly owned or operated property, or any MBI UNNF Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI UNNF or any of the MBI SubsidiariesUNNF Subsidiary, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI UNNF Loan Property, and (viiH) MBI UNNF has listed set forth in Section 3.16 3.17 of the MBI UNNF Disclosure Schedule and made available to FNB DFSC copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to MBIUNNF, the MBI Subsidiaries any UNNF Subsidiary and any Owned Properties, Leased Properties currently owned or MBI Loan Property operated property of UNNF which were prepared in the last five years and (5I) UNNF has made available to DFSC copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding UNNF Loan as defined in Section 5.2(s) and which were prepared for UNNF in the last five years, and, solely with respect to the MBI Loan Properties, are material to MBI.