Common use of Environmental Matters Clause in Contracts

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s 's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties or any other Property to the extent caused by the Borrower’s 's or any of its Subsidiaries’ ' operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s 's and its Subsidiaries’ ' obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except as could reasonably be expected to result in a Material Adverse Effect, the Borrower shall, and shall at cause each of its sole expenseSubsidiaries to: (i) comply, and shall cause its Properties and operations and each Subsidiary of its Subsidiaries and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe Guarantors’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of its Subsidiaries to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiariesthe Guarantors’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall at its sole expenseshall: (i) comply, and shall cause its Properties and operations and each Subsidiary other Group Member and each Subsidiaryother Group Member’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach of which thereof could not be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary other Group Member not to dispose of or otherwise releaseRelease, any oil, oil and gas waste, hazardous substanceHazardous Material, or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe other Group Members’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiariesthe other Group Members’ operations except in compliance with applicable Environmental Laws, the disposal or release Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary other Group Member to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsand Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariesthe other Group Members’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of other Group Member to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Materials on, under, about or from any of the Borrower’s or its Subsidiariesthe other Group Members’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) use commercially reasonable efforts to conduct, and cause each other Group Member to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary other Group Member to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiariesthe other Group Members’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, except where the breach of which failure to do so, individually or in the aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, if the disposal Release or release of which threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain obtain, file or fileprepare, and shall cause each Subsidiary to timely obtain obtain, file or fileprepare, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which except where such failure to obtain or file could not reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which if failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for material damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a8.11(a) are timely and fully satisfied, which failure to establish and implement such procedures could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Each of Parent Guarantor and the Borrower shall will at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, to the extent the breach of which thereof could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of Parent Guarantor’s, the Borrower’s or its their Subsidiaries’ Properties or any other property offsite the Property to the extent caused by Parent Guarantor’s, the Borrower’s or any of its their Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the disposal extent such Release or release of which threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of Parent Guarantor’s, the Borrower’s or its their Subsidiaries’ Properties, which to the extent such failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of Parent Guarantor, the Borrower’s or its their Subsidiaries’ Properties, which to the extent failure to commence and diligently prosecute to completion do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause Parent Guarantor, the Borrower or their Subsidiaries to owe damages or compensation that could reasonably be expected to cause a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that Parent Guarantor’s, the Borrower’s and its their Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which to the extent failure to establish and implement do so could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its the Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, environmental permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause the Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its the Restricted Subsidiaries’ obligations under this Section 8.10(a) 8.09 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall at its their sole expense: (i) comply, and shall cause its their Properties and operations and each other Restricted Subsidiary and each other Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, to the extent the breach of which thereof could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the BorrowerParent’s or any of its Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the disposal extent such Release or release of which threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each other Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerParent’s or its Restricted Subsidiaries’ Properties, which to the extent such failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each other Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in to the event extent any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its Restricted Subsidiaries’ Properties, which to the extent failure to commence and diligently prosecute to completion do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause the Parent or its Restricted Subsidiaries to owe damages or compensation that could reasonably be expected to cause a Material Adverse Effect; and (vvi) establish and implement, and shall cause each other Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the BorrowerParent’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which to the extent failure to establish and implement do so could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Parent and the Borrower shall at its their sole expense: (i) comply, and shall cause its their respective Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its the Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the BorrowerParent’s or any of its the Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, environmental permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerParent’s or its the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its the Restricted Subsidiaries’ Properties; (v) conduct, which failure and cause the Restricted Subsidiaries to commence conduct, their respective operations and diligently prosecute businesses in a manner that will not expose any Property or Person to completion Hazardous Materials that could reasonably be expected to have a Material Adverse Effectform the basis for any Environmental Claim; and (vvi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the BorrowerParent’s and its the Restricted Subsidiaries’ obligations under this Section 8.10(a) 8.09 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expenseshall: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures policies of environmental audit and compliance as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent Guarantor and the Borrower shall each, at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, file all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct its operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a material claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, of its Restricted Subsidiaries is in compliance with all applicable Environmental Laws, except to the breach of which could be extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) is not reasonably expected likely to have a Material Adverse Effect; (ii) not dispose of . All licenses, permits, registrations or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any approvals required for the conduct of the Borrower’s business of the Borrower and its Restricted Subsidiaries under any Environmental Law have been secured and the Borrower and its Restricted Subsidiaries are in substantial compliance therewith, except for such licenses, permits, registrations or its Subsidiaries’ Properties approvals the failure to secure or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could comply therewith is not reasonably be expected likely to have a Material Adverse Effect; (iii) timely obtain . Neither the Borrower nor any of its Restricted Subsidiaries has received written notice, or fileotherwise knows, and shall cause each that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Restricted Subsidiary is a party or that would affect the ability of the Borrower or such Restricted Subsidiary to timely obtain or fileoperate any Real Property and no event has occurred and is continuing that, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation passage of time or use the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not reasonably likely to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of any Borrower, threatened against the Borrower or any of its Restricted Subsidiaries or any Real Property of the Borrower’s Borrower or any of its Subsidiaries’ PropertiesRestricted Subsidiaries wherein an unfavorable decision, which failure to obtain ruling or file could finding is reasonably be expected likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or on any property adjacent to any such Real Property, that are known by the Borrower or as to which the Borrower or any such Restricted Subsidiary has received written notice, that are reasonably likely: (i) to form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries or any Real Property of the Borrower or any of its Restricted Subsidiaries; or (ivii) promptly commence and diligently prosecute to completioncause such Real Property to be subject to any restrictions on the ownership, and shall cause occupancy, use or transferability of such Real Property under any Environmental Law, except in each Subsidiary to promptly commence and diligently prosecute to completionsuch case, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation such Environmental Claims or other remedial obligations (collectively, the “Remedial Work”) restrictions that individually or in the event any Remedial Work is required or aggregate are not reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected likely to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i13) comply, and shall cause its Properties and operations and each Subsidiary and Operator and each Subsidiary’s 's Properties and Operator's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii14) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties or any other Property to the extent caused by the Borrower’s 's or any of its Subsidiaries’ ' or Operator's operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii15) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv16) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effectcompletion; and (v17) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s 's and its Subsidiaries’ ' obligations under this Section 8.10(a9.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall, and shall at cause each of its sole expenseSubsidiaries to: (i) comply, and shall cause its Properties and operations and each Subsidiary of its Subsidiaries and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of its Subsidiaries to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, cause each of its Subsidiaries and shall cause its each such Subsidiary’s Properties and operations and each Subsidiary and each Subsidiary’s to comply or, if it is not the operator thereof, use commercially reasonable efforts to cause its Properties and operations to comply, with all applicable Environmental Laws, the breach of which could would reasonably be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary of its Subsidiaries not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s its or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s its or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could would reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could would reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s its or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could would reasonably be expected to have a Material Adverse Effect; conduct, and (v) cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that would reasonably be expected to cause the Borrower or its Subsidiaries to owe material damages or compensation; and establish and implement, and shall cause each Subsidiary of its Subsidiaries to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could would reasonably be expected to have a Material Adverse Effect.

Environmental Matters. 5.12.1 Seller has delivered to Buyer a Phase I Study for each Parcel of Real Property owned by Seller as set forth on Schedule 3.15 (athe "Owned Property"). Within twenty (20) days after the execution of this Agreement, Seller shall commission a qualified engineering firm to conduct a Phase II Study for the Parcel of Owned Property designated as Item 2 on Schedule 3.15 and an asbestos study for each Parcel of Owned Property. The Borrower Phase I Study, the asbestos study and the Phase II Study are each sometimes hereinafter referred to as a "Study." The cost of each Study shall at be borne equally by Seller and Buyer. Each Study shall be prepared in accordance with ASTM Standard 1527-94. Within five (5) business days of its sole expense: receipt of a completed Study, Seller shall deliver such Study to Buyer. Buyer shall have thirty (30) days from the date hereof, with respect to the Phase I Study, and 30 days from its receipt of any other Study to provide Seller with written notice (an "Environmental Condition Notice") of (i) complyany violation of any Legal Requirement disclosed by such Study, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose any facts disclosed by such Study which would reasonably indicate that the Owned Property may be in violation of or otherwise releaseany Legal Requirement at the time of such Study, and shall cause each Subsidiary not to dispose of or otherwise release, (iii) any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which environmental condition that could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain impair the use or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use value of the Borrower’s or its Subsidiaries’ Propertiesaffected Owned Property for the continued operation of the business of the System as operated by Seller, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute any environmental condition that could subject Buyer to completionany liability for fines, and shall penalties or cleanup or response costs if the transaction contemplated hereby is consummated, or (v) any environmental condition that would cause each Subsidiary a reasonable purchaser experienced in environmental matters to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation perform further investigation or other remedial obligations testing before proceeding with the transfer of the Owned Property (collectively, "Environmental Conditions"). In the “Remedial Work”) event that Seller has not received an Environmental Condition Notice from Buyer with respect to any Study in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or manner and time period provided above, Buyer shall, subject to Buyer's rights elsewhere contained in connection with this Agreement, be deemed to have accepted the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any environmental condition of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, Owned Property disclosed in such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse EffectStudy.

Environmental Matters. (a) The Borrower Parent Guarantor shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary Credit Party and each SubsidiaryCredit Party’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary Credit Party not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerCredit Party’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrowerany Credit Party’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary Credit Party to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary Credit Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerCredit Party’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary Credit Party to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrowereach Credit Party’s and its Subsidiaries’ obligations under this Section 8.10(a8.09(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation which could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a8.09(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiariessuch Credit Parties’ Properties or any other property offsite the Property to the extent caused by the Borrowera Credit Party’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariesa Credit Parties’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its SubsidiariesCredit Parties’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its SubsidiariesCredit Parties’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The With respect to Oil and Gas Properties operated by the Borrower shall or any Subsidiary, the Borrower, at its sole own expense, will, and will cause each Subsidiary to: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation, which claim for damages or compensation could reasonably be expected to result in a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower Parent shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the BorrowerParent’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerParent’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the BorrowerParent’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall will at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, to the extent the breach of which thereof could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the disposal extent such Release or release of which threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which to the extent such failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which to the extent failure to commence and diligently prosecute to completion do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause the Borrower or its Subsidiaries to owe damages or compensation that could reasonably be expected to cause a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which to the extent failure to establish and implement do so could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall at its their sole expense: (i) comply, and shall cause its their respective Properties and operations and each other Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, to the extent the breach of which thereof could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each other Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Parent’s, the Borrower’s or its the other Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Parent’s, the Borrower’s or any of its Subsidiaries’ other Subsidiary’s operations except in compliance with applicable Environmental Laws, to the disposal extent such Release or release of which threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each other Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Parent’s, the Borrower’s or its Subsidiaries’ any other Subsidiary’s Properties, which to the extent such failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each other Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Parent’s, the Borrower’s or its Subsidiaries’ any other Subsidiary’s Properties, which to the extent failure to commence and diligently prosecute to completion do so could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause the other Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause the Parent, the Borrower or any other Subsidiary to owe damages or compensation that could reasonably be expected to cause a Material Adverse Effect; and (vvi) establish and implement, and shall cause each other Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Parent’s, the Borrower’s and its the other Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which to the extent failure to establish and implement do so could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expenseExcept as to matters that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) complyno written notice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrowers or any of the Restricted Subsidiaries, and shall cause there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws or concerning Hazardous Materials, in each case relating to the Borrowers or any of the Restricted Subsidiaries, (ii) each of the Borrowers and the Restricted Subsidiaries has all permits necessary for its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, comply with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseLaws and is, and shall cause each Subsidiary not to dispose during the term of or otherwise releaseall applicable statutes of limitation, any oilhas been, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with the terms of such permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at any property currently or formerly owned, operated or leased by the disposal Borrowers or release any of which could the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to have a Material Adverse Effect; (iii) timely obtain give rise to any liability or fileobligation of the Borrowers or any of the Restricted Subsidiaries under any Environmental Laws, and shall cause each Subsidiary to timely obtain no Hazardous Material has been generated by or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use on behalf of the Borrower’s Borrowers or its Subsidiaries’ Properties, which failure any of the Restricted Subsidiaries that has been transported to obtain or file could Released at or from any location in a manner that would reasonably be expected to have a Material Adverse Effect; give rise to any liability or obligation of the Borrowers or any of the Restricted Subsidiaries, and (iv) promptly commence and diligently prosecute there is no agreement to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation which the Borrowers or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s Restricted Subsidiaries is a party in which the Borrowers or its Subsidiaries’ Propertiesany of the Restricted Subsidiaries has assumed or undertaken, which failure or retained, responsibility for any known or reasonably likely liability or obligation arising under or relating to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse EffectEnvironmental Laws.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, of its Subsidiaries is in compliance with all applicable Environmental LawsLaws governing its business, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property except to the extent caused by the Borrower’s that any such failure to comply (together with any resulting penalties, fines or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could forfeitures) would not reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, exemptions, approvalspermits, registrations or other authorizationsapprovals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, if anyor otherwise knows, required that it is in any respect in noncompliance with, breach of or default under any applicable Environmental Laws writ, order, judgment, injunction, or decree to be obtained which the Borrower or filed in connection such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the operation passage of time or use the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Borrower’s , threatened wherein an unfavorable decision, ruling or its Subsidiaries’ Properties, which failure to obtain or file could finding would reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion. There are no facts, and shall cause each Subsidiary to promptly commence and diligently prosecute to completioncircumstances, conditions or occurrences on any assessmentReal Property now or at any time owned, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation leased or other remedial obligations (collectively, operated by the “Remedial Work”) in the event any Remedial Work is required Borrower or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of its Subsidiaries or on any property adjacent to any such Real Property, that are known by the Borrower’s Borrower or its Subsidiaries’ Propertiesas to which the Borrower or any such Subsidiary has received written notice, which failure to commence and diligently prosecute to completion that could reasonably be expected expected: (i) to have a Material Adverse Effectform the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries; and or (vii) establish and implementto cause such Real Property to be subject to any restrictions on the ownership, and shall cause occupancy, use or transferability of such Real Property under any Environmental Law, except in each Subsidiary to establish and implementsuch case, such procedures as may be necessary to continuously determine and assure Environmental Claims or restrictions that individually or in the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could aggregate would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower Company and its Restricted Subsidiaries shall each, at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, file all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct its operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a material claim for damages or compensation; and (vvi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a7.15(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall, and shall at its sole expensecause each of their Subsidiaries to: (i) comply, and shall cause its their Properties and operations and each Subsidiary of their Subsidiaries and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of their Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of their Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of their Subsidiaries to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except for matters that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of cause a Release or otherwise releasethreatened Release, and shall cause each Restricted Subsidiary not to dispose cause a Release or threatened Release, of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the such Borrower’s or its Restricted Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with with, and in a manner not reasonably likely to give rise to liability under, applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the such Borrower’s or its Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any if such Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties; and (v) conduct, which failure and cause each of its Restricted Subsidiaries to commence conduct, their respective operations and diligently prosecute businesses in a manner that will not expose any Property or Person to completion Hazardous Materials that could reasonably be expected to have form the basis for a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectclaim for damages or compensation.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vi) implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall at its sole expense: (i) complyshall, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to complyall of the Subsidiaries to, comply with all applicable Environmental Laws, Laws the breach of failure with which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which comply could reasonably be expected to have a Material Adverse Effect; . If the Parent, the Borrower, or any other Subsidiary shall (iiia) timely obtain receive notice that any violation of any Environmental Law may have been committed or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws is about to be obtained committed by such Person, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Parent, the Borrower or any other Subsidiary alleging violations of any Environmental Law or requiring any such Person to take any action in connection with the operation release of Hazardous Materials or use (c) receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Materials or any damages caused thereby, and the Borrower’s matters referred to in such notices, individually or its Subsidiaries’ Propertiesin the aggregate, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence , the Borrower shall provide the Agent with a copy of such notice promptly, and diligently prosecute to completionin any event within 10 Business Days, after the receipt thereof. The Parent and the Borrower shall, and shall cause each Subsidiary the Subsidiaries to, take promptly all actions necessary to promptly commence prevent the imposition of any material Liens on any of their respective properties arising out of or related to any Environmental Laws (other than a Lien (i) which is being contested in good faith by appropriate proceedings which operate to suspend the enforcement thereof and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectivelyfor which adequate reserves have been established on the books of the Parent, the “Remedial Work”Borrower or such Subsidiary, as applicable, in accordance with GAAP, (ii) which has been bonded-off in a manner reasonably acceptable to the event any Remedial Work is required Agent or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, (iii) which failure to commence and diligently prosecute to completion could not reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect).

Environmental Matters. (a) The Borrower shall at its sole expenseshall: (i) comply, and shall cause its Properties and operations and each Subsidiary other Loan Party and each Subsidiaryother Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach of which thereof could not be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary other Loan Party not to dispose of or otherwise releaseRelease, any oil, oil and gas waste, hazardous substanceHazardous Material, or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe other Loan Parties’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiariesthe other Loan Parties’ operations except in compliance with applicable Environmental Laws, the disposal or release Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary other Loan Party to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsand Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariesthe other Loan Parties’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of other Loan Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Materials on, under, about or from any of the Borrower’s or its Subsidiariesthe other Loan Parties’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Loan Party to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation, which claim could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary other Loan Party to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiariesthe other Loan Parties’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary of its Restricted Subsidiaries and each Subsidiary’s of its Restricted Subsidiaries’ Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary of its Restricted Subsidiaries not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by any the Borrower’s or any of its Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its Restricted Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its Restricted Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a material claim for damages or compensation; and (vvi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a8.09(a) are timely and fully satisfied, which failure to establish and implement could would reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to any oil, oil and gas waste, hazardous substance or solid waste that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (viv) establish and implement, and shall cause each Subsidiary to establish and implement, such reasonable procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section ‎Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall, and shall at cause each of its sole expenseSubsidiaries to: (i) comply, and shall cause its Properties and operations and each Subsidiary of its Subsidiaries and each Subsidiary’s 's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties or any other Property to the extent caused by the Borrower’s 's or any of its Subsidiaries’ ' operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of its Subsidiaries to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s 's and its Subsidiaries’ ' obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent Guarantor and the Borrower shall each, at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Parent Guarantor’s, the Borrower’s or its their Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Parent Guarantor’s, the Borrower’s or any of its their Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Parent Guarantor’s, the Borrower’s or its their Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Parent Guarantor’s, the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Parent Guarantor’s, the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a8.10 (a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseshall, and shall cause each other Loan Party and each other Subsidiary not to dispose of or otherwise releaseto, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance comply with applicable all Environmental Laws, the disposal or release of failure with which to comply could reasonably be expected to have a Material Adverse Effect; . If the Parent, the Borrower, or any other Subsidiary shall (iiia) timely obtain receive written notice that any violation of any Environmental Law may have been committed by such Person, (b) receive written notice that any administrative or file, and shall cause each Subsidiary to timely obtain judicial complaint or file, all notices, permits, licenses, exemptions, approvals, registrations order has been filed or other authorizations, if any, required under applicable Environmental Laws is about to be obtained filed against the Parent, the Borrower or filed any other Subsidiary alleging violations of any Environmental Law or requiring any such Person to take any action in connection with the operation release of Hazardous Materials or use (c) receive any written notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Materials or any damages caused thereby, and the Borrower’s matters referred to in such notices, individually or its Subsidiaries’ Propertiesin the aggregate, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence , the Borrower shall provide the Administrative Agent with a copy of such notice promptly, and diligently prosecute to completionin any event within 10 Business Days, after the receipt thereof. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to promptly commence prevent the imposition of any material Liens on any of their respective properties arising out of or related to any Environmental Laws (other than a Lien (i) which is being contested in good faith by appropriate proceedings which operate to suspend the enforcement thereof and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectivelyfor which adequate reserves have been established on the books of the Parent, the “Remedial Work”Borrower or such Subsidiary, as applicable, in accordance with GAAP, (ii) which has been bonded-off in a manner reasonably acceptable to the Administrative Agent, (iii) consisting of restrictions on the use of real property, which restrictions do not materially detract from the value of such property or impair the intended use thereof in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any business of the Borrower’s Parent, the Borrower and its other Subsidiaries or its Subsidiaries’ Properties, (iv) which failure to commence and diligently prosecute to completion could not reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under ). Nothing in this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectshall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Environmental Matters. (a) The Borrower Borrowers shall at its their sole expense: (i) comply, and shall cause its their Properties and operations and each Subsidiary and each Subsidiary’s 's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s Borrowers' or its their Subsidiaries’ ' Properties or any other Property to the extent caused by the Borrower’s Borrowers' or any of its their Subsidiaries’ ' operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its their Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s Borrowers' or its their Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s Borrowers' and its their Subsidiaries’ ' obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseshall, and shall cause each other Loan Party and each other Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property Parent to, comply with all Environmental Laws with respect to the extent caused by Secured Pool Properties. The Parent and the Borrower’s or any Borrower shall, and shall cause each other Loan Party and each other Subsidiary of its Subsidiaries’ operations except in compliance the Parent to, comply with applicable all Environmental LawsLaws with respect to Properties that are not Secured Pool Properties, the disposal or release of failure with which to comply could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file. The Parent and the Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary of the Parent to timely obtain comply, and the Parent and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary of the Parent to use, commercially reasonable efforts to cause all other Persons occupying, using or filepresent on the Properties to comply, with all noticesEnvironmental Laws with respect to the Secured Pool Properties, permitsand, licenseswith respect to the Properties that are not Secured Pool Properties, exemptions, approvals, registrations or other authorizations, if any, required under applicable with all Environmental Laws to be obtained or filed in connection with the operation or use of extent the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file comply could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence . The Parent and diligently prosecute to completionthe Borrower shall, and shall cause each other Loan Party and each other Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s Parent to, promptly take all actions and pay or its Subsidiaries’ arrange to pay all costs necessary for it and for the Properties to comply: (a) with respect to the Secured Pool Properties, which in all respects; and (b) with respect to Properties that are not Secured Pool Properties, to the extent the failure to commence and diligently prosecute to completion comply could reasonably be expected to have a Material Adverse Effect; , in each case with all Environmental Laws and (v) establish all Governmental Approvals, including actions to remove and implementdispose of all Hazardous Materials and to clean up the Properties as required under Environmental Laws. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to establish and implementof the Parent to, such procedures as may be promptly take all actions necessary to continuously determine prevent the imposition of any Liens on any of their respective properties arising out of or related to any Environmental Laws. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, after prior written notice to the Administrative Agent, either the Borrower or any Guarantor, at its own expense, shall have the right to contest by appropriate legal proceedings, promptly initiated and assure conducted at all times in good faith with due diligence, without cost or expense to the Administrative Agent or any Lender, the validity or application of any Environmental Laws which do not subject the Administrative Agent or any Lender to any civil or criminal liability, provided that the Borrower’s continually and its Subsidiaries’ obligations at all times (i) no Event of Default shall occur under this Section 8.10(aAgreement or the other Loan Documents, (ii) are timely neither any Property nor any part thereof or interest therein will be in danger of being sold, attached, liened, forfeited, terminated, canceled or lost, and fully satisfied(iii) the Borrower or a Guarantor shall have furnished security to the Administrative Agent, which failure satisfactory to establish and implement could reasonably be expected to have a Material Adverse Effectthe Administrative Agent, in its reasonable discretion, against any loss or injury by reason of such contest or delay.

Environmental Matters. (a) The Borrower shall at its sole expenseSubject to any necessary order or authorization of the Bankruptcy Court, each Debtor shall: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, release any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrowersuch Debtor’s or its Subsidiaries’ Properties or any other Property to the extent caused by the BorrowerDebtor’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerDebtor’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the BorrowerDebtor’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, implement such procedures as may be reasonably necessary to continuously determine and assure that the BorrowerDebtor’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, where the breach of which failure to comply could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower and each other Credit Party and each of their Subsidiaries shall at its sole expense: expense (including such contribution from third parties as may be available): (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary not to dispose of or otherwise releaseRelease, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, applications for all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, Environmental Permits required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s ’s, any other Credit Parties’, or its their respective Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s ’s, any other Credit Parties’, or its their respective Subsidiaries’ Properties; provided, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implementhowever, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s Borrower and each other Credit Party and each of the Restricted Subsidiaries shall not be required to undertake any such cleanup, removal, remedial or other action to the extent that its Subsidiaries’ obligations under this Section 8.10(a) obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are timely and fully satisfied, which failure being maintained with respect to establish and implement could reasonably be expected to have a Material Adverse Effectsuch circumstances in accordance with GAAP.

Environmental Matters. (a) The Borrower shall shall, at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its the Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause the Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its the Restricted Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except as disclosed in Schedule 6.16, all facilities and property owned or leased by the Borrower shall at its sole expense: or any Subsidiary have been and continue to be, owned or leased and operated by the Borrower and each Subsidiary in material compliance with all Environmental Laws; (i) complythere has not been (during the period of the Borrower's, and shall cause its Properties and operations and each or a Subsidiary's ownership or lease) any Release of Hazardous Materials at, on or under any property now (or, to the Borrower's knowledge, previously) owned or leased by the Borrower or any Subsidiary and each Subsidiary’s Properties and operations (A) in quantities that would be required to complybe reported under any Environmental Law, with all applicable Environmental Laws(B) that required, or may reasonably be expected to require, the breach of which could Borrower to expend funds on remediation or cleanup activities pursuant to any Environmental Law except for remediation or clean-up activities that would not be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on(C) that otherwise, undersingly or in the aggregate, about has, or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could may reasonably be expected to have have, a Material Adverse Effect; (iiiii) timely obtain or file, the Borrower and shall cause each Subsidiary to timely obtain or file, have been issued and are in material compliance with all notices, permits, licenses, exemptionscertificates, approvals, registrations orders, licenses and other authorizations relating to environmental matters necessary for their respective businesses; and (iii) there are no polychlorinated biphenyls (PCB's) or other authorizationsasbestos-containing materials or surface impoundments in any of the facilities now (or, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use knowledge of the Borrower’s , previously) owned or its Subsidiaries’ Propertiesleased by the Borrower or any Subsidiary, which failure except for asbestos-containing materials of the type and in quantities that, to obtain or file could the knowledge of the borrower, do not currently require remediation, and if remediation of such asbestos-containing materials is hereafter required for any reason, such remediation activities would not reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completionHazardous Materials have not been generated, and shall cause each Subsidiary to promptly commence and diligently prosecute to completionused, any assessmenttreated, evaluationrecycled, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation stored or other remedial obligations (collectively, the “Remedial Work”) disposed of in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the facilities or on any of the property now (or, to the knowledge of the Borrower’s , previously) owned or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effectleased by the Borrower or any Subsidiary during the time of the Borrower's or such Subsidiary's ownership or leased by the Borrower or any Subsidiary during the time of the Borrower's or such Subsidiary's ownership except in material compliance with all applicable Environmental Laws; and (v) establish and implementall underground storage tanks located on the property now (or, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the knowledge of the Borrower’s , previously) owned or leased by the Borrower or any Subsidiary have been (and its Subsidiaries’ obligations under this Section 8.10(ato the extent currently owned or leased are) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectoperated in material compliance with all applicable Environmental Laws.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its the Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, environmental permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its the Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause the Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its the Subsidiaries’ obligations under this Section 8.10(a) 8.09 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Parent and the Borrower each shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws and industry practice because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures policies of environmental audit and compliance as may be necessary to continuously determine and assure that the Borrower’s and its the Restricted Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (aA) The Borrower shall shall, at its the Borrower’s sole expense: (i) comply, and shall cause its the Borrower’s Properties and operations and each Subsidiary of the Borrower’s Subsidiaries and each such Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Borrower’s Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s Borrower or any of its the Borrower’s Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower or the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Borrower’s Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its the Borrower’s Subsidiaries’ obligations under this Section 8.10(a6.10(A) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expenseSubject to any necessary order or authorization of the Bankruptcy Court, each Debtor shall: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, release any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrowersuch Debtor’s or its Subsidiaries’ Properties or any other Property to the extent caused by the BorrowerDebtor’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerDebtor’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the BorrowerDebtor’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, implement such procedures as may be reasonably necessary to continuously determine and assure that the BorrowerDebtor’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.. 463

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which Environmental Laws could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Restricted Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures policies of environmental audit and compliance as may be necessary to continuously determine and assure that the Borrower’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: Except as disclosed in the Starwood Filed SEC Documents, (i) complynone of Starwood or the Starwood Subsidiaries or, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise releaseStarwood's Knowledge, any oil, oil and gas waste, hazardous substance, other Person has caused or solid waste on, under, about permitted the presence of any Hazardous Materials on or from under any of the Borrower’s or its Subsidiaries’ Starwood Properties or any other Property of the properties securing the Starwood Loans and none of Starwood or the Starwood Subsidiaries has any Knowledge of the presence of any Hazardous Materials on or under any of the Starwood Properties or any of the properties securing the Starwood Loans except to the extent caused by the Borrower’s presence of such Hazardous Materials, individually or any of its Subsidiaries’ operations except in compliance with applicable Environmental Lawsthe aggregate, the disposal or release of which could would not reasonably be expected to result in a Starwood Material Adverse Effect, (ii) none of Starwood, any of the Starwood Subsidiaries or, to Starwood's Knowledge, any other Person, has caused or permitted any unlawful spills, releases, discharges or disposal of Hazardous Materials to have occurred or be presently occurring on or from the Starwood Properties or any of the properties securing the Starwood Loans as a result of any construction on or operation or use of such properties and none of Starwood or the Starwood Subsidiaries has any Knowledge of any spills, releases, discharges or disposal of Hazardous Materials having occurred or presently occurring on, under or from the Starwood Properties or any of the properties securing the Starwood Loans as a result of any construction on or operation or use of any such property, in each of the foregoing cases, which presence or occurrence would, individually or in the aggregate, reasonably be expected to result in a Starwood Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the construction on or operation or and use of the Borrower’s or its Subsidiaries’ Starwood Properties, which Starwood and the Starwood Subsidiaries and, to Starwood's Knowledge, the owners or operators of the properties securing the Starwood Loans have not failed to comply in any material respect with any applicable Environmental Law, except to the extent such failure to obtain comply, individually or file could in the aggregate, would not reasonably be expected to have result in a Starwood Material Adverse Effect; (iv) promptly commence . Starwood has previously delivered or made available to TriNet complete copies of all reports on and diligently prosecute to completionresults of investigations, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation testing or other remedial obligations (collectively, the “Remedial Work”) analysis that are in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because possession of or in connection available to any of them with respect to the actual environmental condition of the Starwood Properties or suspected past, present or future disposal or other release with respect to environmental compliance of any oil, oil and gas waste, hazardous substance or solid waste on, under, about operations conducted on or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse EffectProperty.

Environmental Matters. (a) The Borrower shall at its sole expense: expense (including such contribution from third parties as may be available): (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures reasonable policies of environmental audit and compliance as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a5.12(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expenseshall, without cost or expense to the Administrative Agent, the Issuing Bank or the Lenders: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, except where the breach of which failure to do so, individually or in the aggregate, could not reasonably be reasonably expected to have result in a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ any Restricted Subsidiary’s Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ Restricted Subsidiary’s operations except in compliance with applicable Environmental Laws, if the disposal Release or release of which threatened Release, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect; (iii) timely obtain obtain, file or fileprepare, and shall cause each Restricted Subsidiary to timely obtain obtain, file or fileprepare, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ any Restricted Subsidiary’s Properties, which except where such failure to obtain obtain, file or file prepare could not reasonably be expected to have result in a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ any Restricted Subsidiary’s Properties, which if failure to commence and diligently prosecute to completion such Remedial Work could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have result in a Material Adverse Effect.

Environmental Matters. (a) The Borrower Promptly upon obtaining knowledge thereof, International shall at its sole expense: deliver to the Bank notice of (i) complyany pending or threatened Environmental Claim against International or any of its Subsidiaries or any real property of International or any of its Subsidiaries unless such Environmental Claim could not, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, individually or when aggregated with all applicable other such Environmental LawsClaims, the breach of which could reasonably be reasonably expected to have a Material Adverse Effect; (ii) not dispose any condition or occurrence on any real property of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s International or any of its Subsidiaries’ operations except Subsidiaries that (A) results in compliance material noncompliance by International or such Subsidiary with any applicable Environmental LawsLaw unless such noncompliance could not, the disposal individually or release of which could when aggregated with all other such non-compliance claims, reasonably be expected to have a Material Adverse Effect; (iii) timely obtain any condition or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use occurrence on any real property of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file International that could reasonably be expected anticipated to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute cause such real property to completionbe subject to any restrictions on the ownership, and shall cause each Subsidiary to promptly commence and diligently prosecute to completionoccupancy, use or transferability of such real property under any assessmentEnvironmental Law unless such restrictions could not, evaluationindividually or when aggregated with all other such restrictions, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (viv) establish and implement, and shall cause each Subsidiary the taking of any removal or remedial action in response to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and actual or alleged presence of any Hazardous Material on any real property of International or any of its Subsidiaries’ obligations under this Section 8.10(a) are timely , unless the presence of such Hazardous Materials and fully satisfiedthe removal or remedial action in response thereto could not, which failure to establish and implement could individually or when aggregated with all such other occurrences or events, reasonably be expected to have a Material Adverse Effect. All such notices shall describe in reasonable detail the nature, to the extent known, of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto of International or of its applicable Subsidiary. In addition, International will provide the Bank with copies of all material written communications with any government or governmental agency relating to Environmental Law, all material communications with any government or governmental agency relating to Environmental Claims, and such detailed reports of any Environmental Claim, in each case as they relate to the Mortgaged Properties as may reasonably be requested in writing from time to time by the Bank.

Environmental Matters. (a) The Except as could not be reasonably expected to have a Material Adverse Effect, the Borrower and each other Obligor and each of their Subsidiaries shall at its sole expense: expense (including such contribution from third parties as may be available): (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary not to dispose of or otherwise releaseRelease, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, applications for all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, Environmental Permits required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s ’s, any other Obligors’, or its their respective Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s ’s, any other Obligors’, or its their respective Subsidiaries’ Properties; provided, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implementhowever, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s Borrower and each other Obligor and each of the Restricted Subsidiaries shall not be required to undertake any such cleanup, removal, remedial or other action to the extent that its Subsidiaries’ obligations under this Section 8.10(a) obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are timely and fully satisfied, which failure being maintained with respect to establish and implement could reasonably be expected to have a Material Adverse Effectsuch circumstances in accordance with GAAP.

Environmental Matters. (a) The Subject to any necessary order or authorization of the Bankruptcy Court, the Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (viv) establish and implement, and shall cause each Subsidiary to establish and implement, such reasonable procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could reasonably be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; conduct, and (v) cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to cause the Borrower or its Subsidiaries to owe material damages or compensation; and establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a9.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that would have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a8.09(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s its Properties and operations to comply, with all applicable Environmental Laws, the breach of which which, individually or in the aggregate, could reasonably be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws Permits to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file file, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any such Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual Release or suspected past, present or future disposal or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implementcompletion, and shall cause each Subsidiary to establish and implementindividually or in the aggregate, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: No substance deemed hazardous by any Applicable Environmental Law, has been placed (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations on any real property fee title to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused is now owned by the Borrower’s Borrower or any of its Restricted Subsidiaries or (ii) by Borrower or any of its Restricted Subsidiaries on any real property leased by the Borrower or any of its Restricted Subsidiaries’ operations except , in compliance either case in a manner which does not comply with applicable Applicable Environmental Laws, except to the disposal or release of which could extent that the failure to so comply would not reasonably be expected to have a Material Adverse Effect; (iii) timely obtain . The Borrower and its Restricted Subsidiaries are not in violation of or filesubject to any existing, and shall cause each Subsidiary pending or, to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use best knowledge of the Borrower’s 's Senior Officers, threatened investigation or its Subsidiaries’ Propertiesinquiry by any Tribunal or to any remedial obligations under any Applicable Environmental Laws, the effect of which failure to obtain or file could would reasonably be expected to have a Material Adverse Effect; . The Borrower and its Restricted Subsidiaries have not failed to obtain any permits, licenses or similar authorizations (iv) promptly commence other than certificates of occupancy and diligently prosecute building permits and other authorizations required to completionconstruct, occupy, operate or use any buildings, improvements, fixtures, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release equipment forming a part of any oil, oil and gas waste, hazardous substance real property owned or solid waste on, under, about leased by the Borrower or from any Restricted Subsidiary of the Borrower’s or its Subsidiaries’ Properties) that are required by any Applicable Environmental Laws, which except to the extent that the failure to commence and diligently prosecute to completion could so obtain would not reasonably be expected to have a Material Adverse Effect; and . No hazardous substances or solid wastes have been disposed of or otherwise released (vi) establish and implementon or to the real property fee title to which is owned by the Borrower or any of its Restricted Subsidiaries or (ii) by Borrower or any of its Restricted Subsidiaries on or to any real property leased by Borrower or any of its Restricted Subsidiaries, and shall cause each Subsidiary to establish and implementall within the meaning of the Applicable Environmental Laws, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, effect of which failure to establish and implement could would reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall shall, at its sole own expense: (i) , comply, and shall cause its Properties and operations and each Subsidiary of the Borrower and each such Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, where the breach of which failure to comply could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each such Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Borrower Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, implement such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) 7.16 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Restricted Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (viv) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such reasonable procedures as may be necessary to continuously determine and assure that the Borrower’s and its Restricted Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: expense (including such contribution from third parties as may be available): (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures reasonable policies of environmental audit and compliance as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a8.09(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The QRE MLP shall, as to its self, at its own expense, and the Borrower shall at its sole own expense: (i) , comply, and shall cause its Properties and operations and each Subsidiary of the Borrower and each such Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, where the breach of which failure to comply could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each such Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of QRE MLP’s, the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by QRE MLP’s, the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of the Borrower to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of QRE MLP’s, the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of the Borrower to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of QRE MLP’s, the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of the Borrower to establish and implement, such procedures as may be necessary to continuously determine and assure that QRE MLP’s, the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The ongoing operations of the Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each of its Subsidiaries (with respect to each Subsidiary before the date it became a Subsidiary, to the knowledge of the Borrower and each Subsidiary’s Properties and operations to comply, its Subsidiaries) comply in all respects with all applicable Environmental Laws, the breach of which except such non-compliance as could not (if enforced in accordance with applicable law) reasonably be reasonably expected to have result, either individually or in the aggregate, in a Material Adverse Effect; (ii) not dispose . Each of or otherwise releasethe Borrower and its Subsidiaries has obtained, and shall cause maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for its ordinary course operations, and for its reasonably anticipated future operations, and each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or Borrower and its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except Subsidiaries is in compliance with applicable Environmental Lawsall terms and conditions thereof, except where the disposal or release of which failure to so comply could not reasonably be expected to have result in material liability to any such Person and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (iii) timely obtain . Except as set forth on Schedule 5.16, none of the Borrower and its Subsidiaries or fileany of their properties or operations is subject to, and shall cause each Subsidiary or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local Governmental Authority, nor subject to timely obtain any judicial or file, all notices, permits, licenses, exemptions, approvals, registrations docketed administrative or other authorizationsproceeding, if anyrespecting any Environmental Law, required Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Restatement Date, or relating to any waste disposal, of any of the Borrower and its Subsidiaries that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.16, neither the Borrower nor any of its Subsidiaries has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Propertiesthat at any time have released, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completionleaked, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because disposed of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectotherwise discharged Hazardous Substances.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s 's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties or any other property offsite the Property to the extent caused by the Borrower’s 's or any of its Subsidiaries’ ' operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials in violation of Environmental Law if such exposure could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s 's and its Subsidiaries’ ' obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: expense (including such contribution from third parties as may be available): (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures reasonable policies of environmental audit and compliance as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Neither the Borrower shall at its sole expense: nor any Subsidiary has any --------------------- current actual knowledge that any substance deemed hazardous by any Applicable Environmental Law, has been installed (i) complyon any real property fee title to which is now owned by the Borrower or any of its Subsidiaries or (ii) by Borrower or any of its Subsidiaries on any real property leased by the Borrower or any of its Subsidiaries, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, in either case in a manner which does not comply with all applicable Applicable Environmental Laws, except to the breach of which extent that the failure to so comply could not reasonably be reasonably expected to have a Material Adverse Effect; (ii) . The Borrower and its Subsidiaries are not dispose in violation of or otherwise releasesubject to any existing, and shall cause each Subsidiary not pending or, to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any the best of the Borrower’s 's knowledge, threatened investigation or its Subsidiaries’ Properties inquiry by any Tribunal or to any other Property to the extent caused by the Borrower’s or remedial obligations under any of its Subsidiaries’ operations except in compliance with applicable Applicable Environmental Laws, the disposal or release effect of which could reasonably be expected to have a Material Adverse Effect; (iii) timely . The Borrower and its Subsidiaries have not obtained and are not required to obtain any permits, licenses or filesimilar authorizations other than certificates of occupancy and building permits and other authorizations that have been obtained to construct, occupy, operate or use any buildings, improvements, fixtures, and shall cause each equipment forming a part of any real property owned or leased by the Borrower or any Subsidiary of the Borrower by reason of any Applicable Environmental Laws, except to timely the extent that the failure to so obtain could not reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries undertook, at the time of acquisition of fee title to any real property, reasonable inquiry into the previous ownership and uses of such real property consistent with good commercial or filecustomary practice. The Borrower and its Subsidiaries have taken reasonable steps to determine, and the Borrower and its Subsidiaries have no current actual knowledge, that any hazardous substances or solid wastes have been disposed of or otherwise released (i) on or to the real property fee title to which is owned by the Borrower or any of its Subsidiaries or (ii) by Borrower or any of its Subsidiaries on or to any real property leased by Borrower or any of its Subsidiaries, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with within the operation or use meaning of the Borrower’s or its Subsidiaries’ PropertiesApplicable Environmental Laws, the effect of which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute . To the extent required to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, do so by any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectivelyApplicable Environmental Laws, the “Remedial Work”) in Borrower and its Subsidiaries have disposed of all hazardous substances and solid wastes (if any), all within the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any meaning of the Borrower’s or its Subsidiaries’ PropertiesApplicable Environmental Laws, which generated in their respective businesses in compliance with all Applicable Environmental Laws, except to the extent that the failure to commence and diligently prosecute to completion so comply could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary other Loan Party and each Subsidiaryother Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which Environmental Laws could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary other Loan Party not to dispose of or otherwise releaseRelease, any oilHazardous Material, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe other Loan Parties’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiariesthe other Loan Parties’ operations except in compliance with applicable Environmental Laws, the disposal or release Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary other Loan Party to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsand Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariesthe other Loan Parties’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of other Loan Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Materials on, under, about or from any of the Borrower’s or its Subsidiariesthe other Loan Parties’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary the other Loan Party to establish and implement, such procedures policies of environmental audit and compliance as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiariesthe other Loan Parties’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: Except as disclosed on Schedule 3.15 to the Third Amended and Restated Credit Agreement and except as to matters that would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect (i) complyno written notice, request for information, order, complaint or penalty has been received by the Borrower, or any of the Subsidiaries, and shall cause there are no judicial, administrative or other actions, suits or proceedings pending or threatened in writing against the Borrower or any of the Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of the Subsidiaries, (ii) each of the Borrower and the Subsidiaries has obtained or in a timely manner applied for all Permits necessary for ownership of its Properties assets and for its operations and each Subsidiary and each Subsidiary’s Properties and operations as currently conducted to comply, comply with all applicable Environmental Laws and is in compliance with the terms of such Permits and with all other applicable Environmental Laws, (iii) the breach Borrower and the Subsidiaries have made available to the Administrative Agent prior to the Third Amendment Effective Date the most recent environmental audit, if any, then available with respect to the operations of which could be reasonably expected each of the Borrower and the Subsidiaries, (iv) to have a the knowledge of the Borrower and the Subsidiaries, no Hazardous Material Adverse Effect; (ii) not dispose of or otherwise releaseis located at, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, underunder or is emanating from any property or facility currently owned, about operated or from leased by the Borrower or any of the Borrower’s Subsidiaries that would reasonably be likely to give rise to any cost, liability or its Subsidiaries’ Properties obligation of the Borrower or any other Property of the Subsidiaries under any Environmental Laws, and no Hazardous Material has been generated, owned or controlled by the Borrower or any of the Subsidiaries and disposed of, or transported to or Released at any location in a manner that would reasonably be likely to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under any Environmental Laws, (v) to the extent caused knowledge of the Borrower and the Subsidiaries, there are no agreements in effect as of the Third Amendment Effective Date pursuant to which the Borrower or any of the Subsidiaries has expressly assumed or undertaken responsibility for any liability or obligation of any other Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Third Amendment Effective Date, (vi) to the knowledge of the Borrower and the Subsidiaries, there are no landfills, disposal areas, or surface impoundments (including slurry impoundments) located at, on, in or under the assets of the Borrower or any Subsidiary for which the Borrower or any Subsidiary does not hold a valid Permit pursuant to Mining Laws and Environmental Laws, and which are closed or to be closed and reclaimed pursuant to Mining Laws and Environmental Laws, and (vii) to the knowledge of the Borrower and the Subsidiaries as of the Third Amendment Effective Date, except as listed on Schedule 3.15(vii) to the Third Amended and Restated Credit Agreement there are not currently and since January 1, 2008 there have not been any underground storage tanks “owned,” or “operated” (as defined by applicable Environmental Law) by any of the Borrower or any Subsidiary or present or located on the Borrower’s or any Subsidiary’s Real Property. For purpose of its Subsidiaries’ operations except Section 7.01(a), each of the representations and warranties contained in compliance with applicable Environmental Lawsclauses (iv), (v), (vi) and (vii) of this Section 3.15 that are qualified by the disposal or release knowledge of which could reasonably the Borrower and the Subsidiaries shall be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws deemed not to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectso qualified.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could would reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that would reasonably be expected to form the basis for a claim for damages or compensation that would reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s 's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from the Borrower's or any of the Borrower’s or its Subsidiaries’ ' Properties or any other Property to the extent caused by the Borrower’s 's or any of its Subsidiaries’ ' operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from the Borrower's or any of the Borrower’s or its Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s 's and its Subsidiaries’ ' obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at and each Significant Subsidiary of the Borrower, to its sole expense: knowledge, has been operated in compliance with all applicable Requirements of Law, except for (i) comply, matters set forth in Schedule 3.21(a) hereof and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) matters which, individually or in the aggregate, could not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; . (iiib) timely obtain or file, The Borrower and shall cause each Significant Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s , to its knowledge, has obtained all Environmental Permits required by applicable Requirements of Law for the ownership and operation of their respective properties, and all such Environmental Permits are in full force and effect or its Subsidiaries’ Propertiesthe Borrower and each Significant Subsidiary of the Borrower, which failure to obtain as the case may be, has made all appropriate filings for issuance or file renewal of such Environmental Permits, except for (i) matters set forth in Schedule 3.21(b) hereof, and (ii) matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; . (ivc) promptly commence The Borrower and diligently prosecute to completion, and shall cause each Significant Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s , to its knowledge, is not aware of any acts, omissions, events or its Subsidiaries’ Propertiescircumstances that may interfere with or prevent continued compliance with the Requirements of Law and Environmental Permits referred to in (a) and (b) above, which failure to commence except for (i) matters set forth in Schedule 3.21(c) hereof, and diligently prosecute to completion (ii) matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) The Borrower and each Significant Subsidiary of the Borrower will use its best efforts to comply with all Requirements of Law and obtain all Environmental Permits which may be legally imposed in the future in jurisdictions in which the Borrower and each Significant Subsidiary, as the case may be, may then be doing business; provided, however, that the Borrower and each Significant Subsidiary shall not be deemed to be in violation of Section 3.21 of this Agreement as a result of any failure to comply with any provisions of such Requirements of Law and Environmental Permits (i) the applicability or validity of which is being contested by the Borrower or any of its Significant Subsidiaries in good faith and by appropriate proceedings, or (ii) the noncompliance with which would not result in fines, penalties, injunctive relief of other civil or criminal liabilities which, individually or in the aggregate, would have a Material Adverse Effect. (e) The Borrower and each Significant Subsidiary of the Borrower, to its knowledge, has not received notice of any asserted or threatened claim, action, suit, proceeding, hearing, investigation or request for information relating to any Environmental Matter, except for (i) matters set forth in Schedule 3.21(e) hereof, and (vii) establish and implementmatters which, and shall cause each Subsidiary to establish and implementindividually or in the aggregate, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could not reasonably be expected to have a Material Adverse Effect. (f) The Borrower and each Significant Subsidiary of the Borrower, to its knowledge, has not received notice from any governmental authority that any of them is a potentially responsible party under any Requirements of Law at any disposal site containing Hazardous Materials, nor received any notice that any lien under any Requirements of Law against any property of the Borrower or Significant Subsidiary of the Borrower exists, except for (i) matters setting forth in Schedule 3.21(f) hereof, and (ii) matters, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Section 3.22.

Environmental Matters. (a) The Neither the Borrower shall at its sole expense: nor any Subsidiary has any --------------------- current actual knowledge that any substance deemed hazardous by any Applicable Environmental Law, has been installed (i) complyon any real property fee title to which is now owned by the Borrower or any of its Subsidiaries or (ii) by Borrower or any of its Subsidiaries on any real property leased by the Borrower or any of its Subsidiaries, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, in either case in a manner which does not comply with all applicable Applicable Environmental Laws, except to the breach of which extent that the failure to so comply could not reasonably be reasonably expected to have a Material Adverse Effect; (ii) . The Borrower and its Subsidiaries are not dispose in violation of or otherwise releasesubject to any existing, and shall cause each Subsidiary not pending or, to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any the best of the Borrower’s 's knowledge, threatened investigation or its Subsidiaries’ Properties inquiry by any Tribunal or to any other Property to the extent caused by the Borrower’s or remedial obligations under any of its Subsidiaries’ operations except in compliance with applicable Applicable Environmental Laws, the disposal or release effect of which could reasonably be expected to have a Material Adverse Effect; (iii) timely . The Borrower and its Subsidiaries have not obtained and are not required to obtain any permits, licenses or filesimilar authorizations other than certificates of occupancy and building permits and other authorizations that have been obtained to construct, occupy, operate or use any buildings, improvements, fixtures, and shall cause each equipment forming a part of any real property owned or leased by the Borrower or any Subsidiary of the Borrower by reason of any Applicable Environmental Laws, except to timely the extent that the failure to so obtain could not reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries undertook, at the time of acquisition of fee title to any real property, reasonable inquiry into the previous ownership and uses of such real property consistent with good commercial or filecustomary practice. The Borrower and its Subsidiaries have taken reasonable steps to determine, and the Borrower and its Subsidiaries have no current actual knowledge, that any hazardous substances or solid wastes have been disposed of or otherwise released (i) on or to the real property fee title to which is owned by the Borrower or any of its Subsidiaries or (ii) by Borrower or any of its Subsidiaries on or to any real property leased by Borrower or any of its Subsidiaries, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with within the operation or use meaning of the Borrower’s or its Subsidiaries’ PropertiesApplicable Environmental Laws, the effect of which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; . The Borrower and its Subsidiaries have disposed of all hazardous substances and solid wastes (iv) promptly commence and diligently prosecute to completionif any), and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, all within the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any meaning of the Borrower’s or its Subsidiaries’ PropertiesApplicable Environmental Laws, which generated in their respective businesses in compliance with all Applicable Environmental Laws, except to the extent that the failure to commence and diligently prosecute to completion so comply could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary of their respective Subsidiaries and each such Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which except in each case for such non-compliance that could not reasonably be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary of their respective Subsidiaries not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s their or its their respective Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s their or any of its their respective Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of their respective Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s their or its their respective Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of their respective Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s their or its their respective Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implementconduct, and shall cause each Subsidiary their respective Subsidiaries to establish conduct, their respective operations and implement, such procedures as may be necessary businesses in a manner that will not expose any Property or Person to continuously determine and assure Hazardous Materials that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at Except as would not, singly or in the aggregate with all other such non-compliances, have a GranCare Material Adverse Effect, GranCare and its sole expense: (i) complySubsidiaries are, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to complywithin the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, which compliance includes, without limitation, the breach possession of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with all Environmental Authorizations required under applicable Environmental Laws, and compliance with the disposal or release terms and conditions thereof, and there are no circumstances of which GranCare is aware which may materially prevent or interfere with compliance in the future. To GranCare's knowledge GranCare and its Subsidiaries have all Environmental Authorizations necessary for the conduct of the businesses of GranCare and its Subsidiaries as currently conducted. Neither GranCare nor any of its Subsidiaries has been notified, or has any reasonable basis to believe, that any such Environmental Authorizations will be modified, suspended or revoked or cannot be renewed or otherwise maintained in the ordinary course of business. To GranCare's knowledge after due inquiry, the execution and delivery of this Agreement and the consummation by GranCare of the Merger, the Distribution and the other transactions contemplated hereby will not affect the validity or require the transfer of any Environmental Authorizations associated with the Institutional Pharmacy Business, and will not require any notification, registration, reporting, filing, investigation or remediation under any Environmental Law. (b) There are no Environmental Notices that, singularly or in the aggregate, could reasonably be expected to have a GranCare Material Adverse Effect; Effect (i) pending or, to the best knowledge of GranCare, threatened against GranCare or any of its Subsidiaries, (ii) to GranCare's knowledge pending or threatened against any person or entity whose liability for such Environmental Notice may have been retained or assumed by or could reasonably be imputed or attributed by law or contract to GranCare or any of its Subsidiaries, (iii) timely obtain that to GranCare's knowledge could subject GranCare to any material risk of liability, loss or filedamages, and shall cause each Subsidiary or (iv) that to timely obtain GranCare's knowledge could reasonably be expected to require investigation, removal or fileremedial or corrective action by GranCare or any of its Subsidiaries. Since May 31, all notices1996, permitsneither GranCare nor any of its Subsidiaries has received any Environmental Notice alleging that GranCare or any of its Subsidiaries is subject to liability under any Environmental Law or that GranCare or any of its Subsidiaries is not in full compliance with Environmental Laws. (c) There is no civil, licensescriminal or administrative action, exemptionssuit, approvalsdemand, registrations claim, hearing, notice of violation, notice or other authorizationsdemand letter or request for information or to the best knowledge of GranCare, if anyinvestigation pending or threatened under any Environmental Law (i) against GranCare or any of its Subsidiaries, required under applicable Environmental Laws or (ii) to be obtained the knowledge of GranCare, against any person or filed entity in connection with which liability could reasonably be imputed or attributed by law or contract to GranCare or any of its Subsidiaries except with respect to each of clause (i) and (ii) for such demands, claims, notices of violation, notice or demand letters or requests for information which singly or in the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file aggregate could not reasonably be expected to have a GranCare Material Adverse Effect; . (ivd) promptly commence No property or facility presently or to the knowledge of GranCare formerly owned, operated or leased by GranCare or any of its present Subsidiaries, or to the knowledge of GranCare any of its former Subsidiaries, or any of their respective predecessors in interest, is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and diligently prosecute to completionLiability Information System, and shall cause each Subsidiary to promptly commence and diligently prosecute to completionboth promulgated under CERCLA, or on any assessmentcomparable list established under any Environmental Law, evaluationnor has GranCare or any of its Subsidiaries received any written notification of potential or actual liability or any request for information under CERCLA or any comparable foreign, investigationstate or local law. (e) There has been no disposal, monitoringspill, containment, cleanup, removal, repair, restoration, remediation discharge or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oilHazardous Materials generated, oil and gas wasteused, hazardous substance owned, stored or solid waste controlled by GranCare, or to GranCare's knowledge any of its Subsidiaries, or any of their respective predecessors in interest, on, at or under any property presently or formerly owned, leased or operated by GranCare, or to GranCare's knowledge its Subsidiaries, or any predecessors in interest, and to GranCare's knowledge there are no Hazardous Materials located in, at, on or under, about or from in the vicinity of, any of the Borrower’s such facility or its Subsidiaries’ Propertiesproperty, which failure to commence and diligently prosecute to completion or at any other location, that (i) could reasonably be expected to have subject GranCare to a Material Adverse Effect; and material risk of liability, loss or damages, or result in the incurrence by GranCare of costs under Environmental Laws, (vii) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.B-36

Environmental Matters. (a) The Borrower and Xxxxx Parent shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary Guarantor and each SubsidiaryGuarantor’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe Guarantors’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiariesthe Guarantors’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariesthe Guarantors’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe Guarantors’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiariesthe Guarantors’ obligations under this Section 8.10(a(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower Parent Guarantor shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerParent Guarantor’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the BorrowerParent Guarantor’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, environmental permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerParent Guarantor’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerParent Guarantor’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implementconduct, and shall cause each Subsidiary its Subsidiaries to establish conduct, their respective operations and implement, such procedures as may businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be necessary expected to continuously determine and assure form the basis for a claim for damages or compensation that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.; and

Environmental Matters. (a) The Borrower Each Loan Party shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s its or its any Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s such Loan Party or any of its Subsidiaries’ Subsidiary’s operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of the Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrowerits or any Subsidiary’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrowerits or any Subsidiary’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s Loan Parties’ and its the Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary Guarantor and each SubsidiaryGuarantor’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe Guarantors’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiariesthe Guarantors’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariesthe Guarantors’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiariesthe Guarantors’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiariesthe Guarantors’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations not Release or threaten to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties properties or any other Property property offsite the property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iiiii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Propertiesproperties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iviii) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Propertiesproperties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (iv) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for material damages or compensation; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a5.6(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at Except as would not, singly or in the aggregate with all other such non-compliances, have an Vitalink Material Adverse Effect, Vitalink and its sole expense: (i) complySubsidiaries are, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to complywithin the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws (as hereinafter defined), which compliance includes, without limitation, the possession of all licenses, permits, registrations and other governmental authorizations (collectively, "Environmental Authorizations") required under applicable Environmental Laws, and compliance with the breach terms and conditions thereof, and there are no circumstances of which Vitalink is aware which may materially prevent or interfere with compliance in the future. To Vitalink's knowledge, all Environmental Authorizations currently held by Vitalink and its Subsidiaries pursuant to Environmental Laws are identified in Section 3.27(a)(1) of the Vitalink Disclosure Statement and represent all Environmental Authorizations necessary for the conduct of the businesses of Vitalink and its Subsidiaries as currently conducted. Neither Vitalink nor any of its Subsidiaries has been notified, or has any reasonable basis to believe, that any such Environmental Authorizations will be modified, suspended or revoked or cannot be renewed or otherwise maintained in the ordinary course of business. To Vitalink's knowledge after due inquiry, the execution and delivery of this Agreement and the consummation by Vitalink of the transactions contemplated hereby will not affect the validity or require the transfer of any Environmental Authorizations, and will not require any notification, registration, reporting, filing, investigation or remediation under any Environmental Law. (b) There are no Environmental Notices (as hereinafter defined) that, singularly or in the aggregate, reasonably could be reasonably expected to have a an Vitalink Material Adverse Effect; Effect (iii) not dispose of or otherwise releasepending or, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s best knowledge of Vitalink, threatened against Vitalink or any of its Subsidiaries’ operations except in compliance with applicable , (ii) to Vitalink's knowledge pending or threatened against any person or entity whose liability for such Environmental LawsNotice may have been retained or assumed by or could reasonably be imputed or attributed by law or contract to Vitalink or any of its Subsidiaries, the disposal (iii) that to Vitalink's knowledge could subject Vitalink to any material risk of liability, loss or release of which damages, or (iv) that to Vitalink's knowledge could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, require investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation removal or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.B-21

Environmental Matters. (a) The Borrower shall will at its sole expense: (i) comply, and shall cause its Properties properties and operations and each Subsidiary and each Subsidiary’s Properties properties and operations to comply, with all applicable Environmental Laws, to the extent the breach of which thereof could be reasonably expected to have result in a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties properties or any other Property property offsite the property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the disposal extent such Release or release of which threatened Release could reasonably be expected to have result in a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Propertiesoperation of their properties, which to the extent such failure to obtain or file could reasonably be expected to have result in a Material Adverse Effect; and (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary to be completed by Borrower or any Subsidiary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which to the extent failure to commence and diligently prosecute to completion do so could reasonably be expected to have result in a Material Adverse Effect; and , in each such case in clauses (vi) establish and implement, and shall cause each Subsidiary through (iv) above after giving effect to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectany insurance with respect thereto.

Environmental Matters. (a) The Parent and the Borrower shall at its their sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Parent, the Borrower’s or its the Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws and industry practice because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Parent’s, the Borrower’s or its the Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures policies of environmental audit and compliance as may be necessary to continuously determine and assure that the Borrower’s and its the Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower Parent Guarantor shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerParent Guarantor’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the BorrowerParent Guarantor’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, environmental permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerParent Guarantor’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerParent Guarantor’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the BorrowerParent Guarantor’s and its Subsidiaries’ obligations under this Section 8.10(a) 8.10 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, the Borrower shall at its sole expensewill, without cost or expense to the Administrative Agent, the Arranger, the Issuing Bank and each Lender: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required of Borrower or reasonably necessary any of its Subsidiaries under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties; (v) conduct, which failure and cause its Subsidiaries to commence conduct, their respective operations and diligently prosecute businesses in a manner that will not expose any Property or Person to completion harmful quantities of Hazardous Materials that could reasonably be expected to have a Material Adverse Effectcause the Borrower or its Subsidiaries to owe damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure confirm that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a8.09(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary of its subsidiaries and each Subsidiarysuch subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise releaseRelease, and shall cause each Subsidiary of its subsidiaries not to dispose of or otherwise releaseRelease, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiariessuch subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiariessubsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiariessuch subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiariessubsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of its subsidiaries to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiariessuch subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s 's Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s 's or its the Subsidiaries’ ' Properties or any other Property to the extent caused by the Borrower’s 's or any of its the Subsidiaries’ ' operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s 's or its the Subsidiaries’ ' Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “"Remedial Work”") in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s 's or its the Subsidiaries’ ' Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s 's and its the Subsidiaries’ ' obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Restricted Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its the Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all notices, environmental permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its the Restricted Subsidiaries’ Properties; (v) conduct, which failure and cause the Restricted Subsidiaries to commence conduct, their respective operations and diligently prosecute businesses in a manner that will not expose any Property or Person to completion Hazardous Materials that could reasonably be expected to have a Material Adverse Effectform the basis for any Environmental Claim; and (vvi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its the Restricted Subsidiaries’ obligations under this Section 8.10(a) 8.09 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expenseshall: (i) comply, and shall cause its Properties and operations and each Subsidiary of its Subsidiaries and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary of its Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary of its Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary of its Subsidiaries to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower Parent shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the BorrowerParent’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the BorrowerParent’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the BorrowerParent’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vvi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the BorrowerParent’s and its Subsidiaries’ obligations under this Section ‎Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of Release or otherwise releasethreaten to Release, and shall cause each Subsidiary not to dispose of Release or otherwise releasethreaten to Release, any oil, oil and gas waste, hazardous substance, or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal Release or release threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizationsEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to timely obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal Release or other release threatened Release of any oil, oil and gas waste, hazardous substance or solid waste Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such commercially reasonable internal systems and procedures as may be necessary to continuously determine implement the timely and assure that full satisfaction of the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied), which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

Environmental Matters. (a) The Borrower shall at its sole expenseExcept as set forth in Disclosure Schedule (3.18), as of the Closing Date: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Lawsthe knowledge of the Co-Borrowers, the breach Real Estate is free of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except such Real Estate and which would not result in compliance with applicable Environmental Laws, the disposal or release of Liabilities which could reasonably be expected to have a Material Adverse Effect; (ii) no Co-Borrower has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) timely obtain or filethe Co-Borrowers are and have been in compliance with all Environmental Laws, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable except for such noncompliance which would not result in Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, Liabilities which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completionthe Co-Borrowers have obtained, and shall cause each Subsidiary to promptly commence and diligently prosecute to completionare in compliance with, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is all Environmental Permits required or reasonably necessary under applicable by Environmental Laws because for the operations of or in connection with their respective businesses as presently conducted, except where the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion so obtain or comply with such Environmental Permits would not result in Environmental Liabilities which could reasonably be expected to have a Material Adverse Effect, and all such Environmental Permits are valid, uncontested and in good standing; and (v) establish and implementno Co-Borrower is involved in operations or knows of any facts, and shall cause each Subsidiary circumstances or conditions, including any Releases of Hazardous Materials, that are likely to establish and implement, result in any Environmental Liabilities of such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, Co-Borrower which failure to establish and implement could reasonably be expected to have a Material Adverse Effect, and no Co-Borrower has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there is no pending or, to the knowledge of any Co- Borrower, threatened Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material which seeks damages, penalties, fines, costs or expenses in excess of $25,000 or injunctive relief from any Co-Borrower, or which alleges criminal misconduct by any Co-Borrower; (vii) no notice has been received by any Co-Borrower identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Co-Borrowers, there are no facts, circumstances or conditions that would reasonably be expected to result in any Co-Borrower being identified as a "potentially responsible party" under CERCLA or analogous state statutes; and (viii) the Co-Borrowers have provided to Administrative Agent copies of all existing environmental reports, reviews and audits pertaining to actual or potential Environmental Liabilities, in each case relating to any Co-Borrower.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations use reasonable efforts to ensure that the other Significant Project Participants shall comply, in all material respects with any and all Requirements of Law and requirements of insurance policies, if any, with respect to the management, use, storage, transmission, presence, containment, remediation, clean-up or removal of Hazardous Materials on, from or affecting the Site, shall pay, or cause to be paid, immediately when due the costs of containment, remediation, clean-up or removal of any Hazardous Materials or the threat of release of any Hazardous Materials on the Site required to be contained, remediated, cleaned-up or removed pursuant to any Requirements of Law or requirements of insurance policies and shall keep the Site, and cause the Site to be kept, free of any Lien pursuant to such Requirements of Law. The Borrower will not, and will use reasonable efforts to ensure that none of the Significant Project Participants will, voluntarily release, discharge, transport or dispose of any Hazardous Materials on or from the Site except in compliance in all material respects with all applicable Environmental LawsRequirements of Law and requirements of insurance policies, if any, and, if any Hazardous Materials shall be released, discharged or disposed of, whether voluntarily or involuntarily, in violation of any Requirement of Law or requirement of insurance policies, the breach Borrower will immediately contain, remediate, clean-up or remove or cause to be contained, remediated, cleaned-up or removed from the Site such Hazardous Materials to the extent required to be contained, remediated, cleaned-up or removed by any Requirement of Law or requirement of insurance policies. The Borrower will not install nor permit to be installed in the Facility or the Greenhouse asbestos or any substance containing asbestos (other than a substance which could be reasonably expected is not a Hazardous Material). If the Borrower fails to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from comply with any of the Borrower’s foregoing provisions, the Security Agent, the Administrative Agent and each Institution will have the right (but not the obligation) to do whatever it deems reasonably necessary to cure any such default or its Subsidiaries’ Properties to comply with such Requirements of Law or requirements of insurance policies. The Borrower will promptly investigate any release, suspected release or discovery of Hazardous Materials on or from the Site, and any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release of which could environmental condition that might reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, . The Borrower will promptly notify the Security Agent and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use Lenders of the Borrower’s discovery of any condition (including the presence of Hazardous Materials, endangered or its Subsidiaries’ Propertiesthreatened species, which failure to obtain or file could historic resources) that might reasonably be expected to have a Material Adverse Effect; . The Borrower will give and, to the extent that it has a right to do so under the Greenhouse Documents, cause the Greenhouse Owner and the Greenhouse Operator to give, the Security Agent and the Lenders and their agents, employees and contractors access to the Site following reasonable notice to the Borrower, the Greenhouse Owner or the Greenhouse Operator, as the case may be, to enable the Security Agent and the Lenders to take such action as they deem reasonably necessary to cure any such default or to comply with such Requirements of Law or requirements of insurance policies. The Security Agent, the Administrative Agent and each Institution will have the right (iv) promptly commence but will not be obligated), at the expense of the Borrower at any time that the Majority Lenders have reason to believe that a material liability under Environmental Laws to the Borrower or the Project could result from any activity or event occurring at or near the Site, to conduct an environmental audit of the Site, at such times as shall be deemed reasonable by the Majority Lenders (after consultation with the Environmental Consultant and diligently prosecute to completionthe Borrower), and shall the Borrower will cooperate, and will use reasonable efforts to cause each Subsidiary the Greenhouse Owner and Greenhouse Operator to promptly commence and diligently prosecute to completioncooperate, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required conduct of such environmental audit. The conduct of such an audit shall not be construed as participating in the management of the Project or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any Greenhouse but rather as protecting a security interest. At the request of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have the Security Agent will provide the Borrower with a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, copy of the report prepared with such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effectenvironmental audit.

Environmental Matters. (a) The Borrower shall at its sole expense: (i) comply, Set forth on Section 3.13 of the Disclosure Schedule is a list of the Environmental Permits held by Gentek Holdings and shall cause its Properties Gentek that will be included in the Assets. Gentek Holdings and operations Gentek are in compliance in all material respects with the requirements of such Environmental Permits and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of . There are no pending or otherwise release, and shall cause each Subsidiary not to dispose of threatened Environmental Claims against Gentek Holdings or otherwise release, any oil, oil and gas waste, hazardous substance, Gentek or solid waste on, under, about or from any of the Borrower’s Assets or its Subsidiaries’ Properties the Real Property that are material. None of the following exists at the Real Property or any other Property to the extent caused property owned or operated by the Borrower’s Gentek Holdings or any of its Subsidiaries’ operations Gentek except in compliance with applicable Environmental Laws: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments, or disposal areas. Gentek Holdings and Gentek have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or release of which released any substance, including, without limitation, any Hazardous Substance, or owned or operated any property or facility in a manner that (A) requires any corrective action or that could reasonably be expected to have a Material Adverse Effect; give rise to any investigative, corrective or remedial obligations, pursuant to any Environmental Law or (iiiB) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file that could reasonably be expected to have give rise to a Material Adverse Effect; material Environmental Claim. No facts or circumstances with respect to the past or current businesses, operations, properties, or facilities of Gentek Holdings or Gentek, or any predecessor or affiliate of Gentek Holdings or Gentek (iv) promptly commence and diligently prosecute to completionincluding, and shall cause each Subsidiary to promptly commence and diligently prosecute to completionwithout limitation, any assessmentonsite disposal, evaluationoffsite disposal, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of hazardous materials, substances, or wastes) would give rise or has given rise to any oil, oil and gas waste, hazardous substance material liability (contingent or solid waste on, under, about otherwise) or from material corrective or remedial obligation under any Environmental Law relating to pollution or protection of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion environment. Neither this Agreement nor the transactions contemplated hereby could reasonably be expected to have a Material Adverse Effect; and (v) establish and implementresult in any obligations for site investigation or cleanup, and shall cause each Subsidiary or require notification to establish and implementor the consent of government agencies or third parties, such procedures as may be necessary pursuant to continuously determine and assure that any of the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfiedso-called "transaction-triggered" or "responsible property transfer" Environmental Laws. Neither Gentek Holdings nor Gentek has expressly or by operation of law, which failure assumed or undertaken any liability, including, without limitation, any obligation for corrective or remedial action, of any other person relating to establish and implement could reasonably be expected to have a Material Adverse EffectEnvironmental Laws.