Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiry, there are no species of organism protected under any applicable Environmental Laws, historical or cultural artifacts, wetlands or underground tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon or, to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower, the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed in material compliance with the requirements of all applicable Environmental Laws, and in a manner that could not reasonably be expected to result in any material liability to the Borrower.

Certain Environmental Matters. (a) Except as disclosed in Schedule 4.20, (i) The Borrower no Company (A) is not in material violation (aware of, and has not received notice or otherwise learned of, any notice that it is Environmental Complaint or Environmental Liability which could individually or in material violationthe aggregate have a Material Adverse Effect, (B) has no threatened or actual liability (contingent, direct or otherwise) in connection with the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Environmental Law and has not Hazardous Material, or other substance which could individually or in the past been in material violation of any Environmental Law, which violation remains unresolvedaggregate have a Material Adverse Effect, (iiC) the Borrower has is not (aware of, and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefromotherwise learned of, any Materials federal or state investigation evaluating whether any remedial action is needed to respond to a release or threatened release, and/or the generation, handling, treatment, storage, disposal or transportation of Environmental Concern that would reasonably any Hazardous Material for which such Company is or may be expected to subject the Borrower to liability or interfere with the Projectliable, (iiiD) to the knowledge is not in violation of the Borrower after reasonable inquiry, there are no species of organism protected under any applicable Judgment or Litigation based upon Environmental Laws, historical or cultural artifactssubject to any such Judgment or Litigation, wetlands or underground tanks (whether operative or temporarily or permanently closedE) located on has, in full force and effect, all permits, licenses, approvals and other authorizations necessary for the Substation Sites or the improvements thereon oruse and operation of its Property, to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrowerincluding, the presence generation, handling, treatment, storage, disposal, transportation or release of which would have a material impact on the Project any Hazardous Material, and (ivF) there are no Materials of Environmental Concern used, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed is in material compliance with the requirements of all applicable Environmental Laws, and in a manner that except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any material liability Environmental Liability that could reasonably be expected to have a Material Adverse Effect; and (ii) all Properties of each Company are free from any Hazardous Material and Environmental Liens. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or on behalf of, or which are in the Borrower.possession or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously owned or leased by such Company, or any of such Company's predecessors, which have not been (y) made available to any Bank or its agents, employees or contractors and (z) listed in Schedule 4.20. No Company

Certain Environmental Matters. (a) (i) The Borrower is not in material violation (Since January 23, 1984, and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquirySelling Stockholders prior to that date, there are (a) except as accurately disclosed in Schedule 4.15(a), the Company and each Company Subsidiary have complied, and remain in compliance in all Material respects, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites, or other properties, businesses, and operations; (b) except as accurately disclosed in Schedule 4.15(b), no species Hazardous Substances have been disposed of organism protected under or released at, from, in, or on any site owned or operated by the Company or any Company Subsidiary in violation of applicable Environmental Laws; (c) except as accurately disclosed in Schedule 4.15(c), historical neither the Company nor any Company Subsidiary (or cultural artifactsany agent or contractor of either) has transported or arranged for the transportation of any Hazardous Substances to, wetlands or underground disposed or arranged for the disposition of any Hazardous Substances at, any off-site location that could lead to any claim against the Company, any Company Subsidiary, IDG, or any Affiliate or Subsidiary of IDG, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury, or property damage, including any claim under Environmental Laws; and (d) except as accurately disclosed in Schedule 4.15(d), no storage tanks (whether operative existed or temporarily exist on or permanently closed) located on the Substation Sites or the improvements thereon or, to the knowledge under any of the Borrower, any other Real Property properties owned, leased, or operated or leased by the BorrowerCompany or any Company Subsidiary from which any Hazardous Substances could have been released into the surrounding environment. The Company has provided IDG with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews, inspections, and other analyses conducted by or on behalf, or which otherwise are in the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern usedpossession, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the BorrowerCompany or any Company Subsidiary respecting any facility, any site, or other Real Property property presently owned, leased, or operated or leased by the Borrower other than those Materials of Environmental Concern used, stored Company or otherwise managed in material compliance with the requirements of all applicable Environmental Laws, and in a manner that could not reasonably be expected to result in any material liability to the BorrowerCompany Subsidiary.

Certain Environmental Matters. Except as disclosed in Schedule 3.15, (a) (i) The Borrower is not OSI has complied in all material violation (respects, and has not received any notice that it is remains in compliance in all material violation) respects, with the provisions of any all Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it Laws applicable to OSI or any third party has) usedof its presently owned or operated facilities, Releasedsites or other properties, dischargedbusinesses and operations and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastes, generatedHazardous Wastes or Hazardous Substances have been treated, manufacturedstored, produced, stored or disposed of inor otherwise handled; (b) no release (as defined in those Environmental Laws) at, onfrom, under in or affecting on any site owned or operated by OSI has occurred which, if all relevant facts were known to the Project Properties or the improvements or any other Real Property ownedrelevant Governmental Authorities, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably could be expected to subject require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not transported or arranged for the Borrower transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereof, any off-site location that could lead to liability any claim against OSI, T-NDE or interfere with the Projectany Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (iiid) to the knowledge no storage tanks exist on or under any of the Borrower after reasonable inquiryproperties owned or operated by OSI from which any Solid Wastes, there are no species of organism protected under any applicable Environmental LawsHazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE with copies (or if not available, historical or cultural artifacts, wetlands or underground tanks (whether operative or temporarily or permanently closedaccurate written summaries) located on the Substation Sites or the improvements thereon or, to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower, the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed in material compliance with the requirements of all applicable Environmental Lawsenvironmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in a manner that could not reasonably be expected to result in the possession, of OSI respecting any material liability to the Borrowerfacility, site or other property presently owned or operated by OSI.

Certain Environmental Matters. Except as accurately disclosed in Section 4.15 of the Disclosure Statement: (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany, there are no species of organism protected under any applicable Environmental Lawsthe Company and each Company Subsidiary have complied, historical or cultural artifacts, wetlands or underground tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon orand remain in compliance, to the knowledge of the BorrowerCompany, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other Real Property ownedproperties, operated or leased businesses and operations and which relate to the reporting by the BorrowerCompany and each Company Subsidiary of all sites presently owned or operated by any of them where Solid Wastes, the presence Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed handled; (b) no release (as defined in material compliance with the requirements of all applicable Environmental Laws) at, and from, in a manner that or on any site owned or operated by the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could not reasonably be expected to result require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) neither the Company nor any Company Subsidiary has transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against the Company, any Company Subsidiary, TMI or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided TMI with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of the Company or any material liability to Company Subsidiary respecting any facility, site or other property presently owned or operated by the BorrowerCompany and each Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in SCHEDULE 4.15: (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany, there are the MTM Stockholders and the Stockholder, the Company has complied, and remains in compliance, with the provisions of all Environmental Laws applicable to it or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company of all sites presently owned or operated by it where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no species of organism protected under any release (as defined in the applicable Environmental Laws) at, historical from, in or cultural artifactson any site owned or operated by the Company has occurred which, wetlands if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or underground other consequences that would not be applicable if the release had not occurred; (c) the Company has not transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against the Company, Purchaser or Merger Sub, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon exist, or, to the knowledge of the Borrower, any other Real Property owned, operated or leased by the BorrowerCompany, the presence of which would MTM Stockholders and the Stockholder, have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present atexisted, on or affecting the Substation Sites or the improvements thereon or to the knowledge under any of the Borrower, any other Real Property owned, properties owned or operated or leased by the Borrower other than those Materials of Environmental Concern usedCompany from which any Solid Wastes, stored Hazardous Wastes or otherwise managed in material compliance Hazardous Substances have been released into the surrounding environment. The Company has provided Purchaser with the requirements copies (or if not available, accurate written summaries) of all applicable Environmental Lawsenvironmental investigations, studies, audits, reviews and other analyses conducted by or on its behalf, or which otherwise are in a manner that could not reasonably be expected to result in the possession, of the Company respecting any material liability to facility, site or other property now or previously owned or operated by the BorrowerCompany.

Certain Environmental Matters. To the best knowledge of the Company and its officers, except as disclosed in Schedule 2.14: (a) the Company has complied in all material respects, and remains in compliance in all material respects, with the provisions of all Environmental Laws applicable to the Acquired Business or any of the Assets and which relate to the reporting by the Company of all sites presently owned or operated by it and included (ior a lease of which is included) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past Assets where Solid Wastes, Hazardous Wastes or Hazardous Substances have been in material violation of any Environmental Lawtreated, which violation remains unresolvedstored, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of inor otherwise handled; (b) no release (as defined in those Environmental Laws) at, onfrom, under in or affecting the Project Properties on any site owned or the improvements or any other Real Property owned, operated or leased by the BorrowerCompany and included (or a lease of which is included) in the Assets has occurred which, or transported thereto or therefromif all relevant facts were known to the relevant Governmental Authorities, any Materials of Environmental Concern that would reasonably could be expected to subject require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) neither the Borrower to liability Company nor any agent or interfere with the Project, (iii) to the knowledge contractor of the Borrower after reasonable inquiryCompany has transported or arranged for the transportation of any Solid Wastes, there are Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against the Acquired Business, Purchaser or any Subsidiary of Purchaser, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no species of organism protected storage tanks exist on or under any applicable Environmental Laws, historical or cultural artifacts, wetlands or underground tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon or, to the knowledge of the Borrower, any other Real Property owned, properties owned or operated or leased by the Borrower, the presence Company and included (or a lease of which would is included) in the Assets from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have a material impact been released into the surrounding environment. The Company has provided Purchaser with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the Project and (iv) there are no Materials of Environmental Concern usedpossession, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the BorrowerCompany respecting any facility, any site or other Real Property owned, property presently owned or operated or leased by the Borrower other than those Materials Company and included (or a lease of Environmental Concern used, stored or otherwise managed which is included) in material compliance with the requirements of all applicable Environmental Laws, and in a manner that could not reasonably be expected to result in any material liability to the BorrowerAssets.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.16 of the Disclosure Statement, (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany and the Management Stockholders, there are the Company and each Company Subsidiary have complied, and remain in compliance, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites, or other properties, businesses, and operations; (b) except as accurately disclosed in Schedule 4.16(b), no species Hazardous Substances have been disposed of organism protected under or released at, from, in, or on any site owned or operated by the Company or any Company Subsidiary in violation of applicable Environmental Laws; (c) except as accurately disclosed in Schedule 4.16(c), historical neither the Company nor any Company Subsidiary (or cultural artifactsany agent or contractor of either) has transported or arranged for the transportation of any Hazardous Substances to, wetlands or underground disposed or arranged for the disposition of any Hazardous Substances at, any off-site location that could lead to any claim against the Company, any Company Subsidiary, IDG, or any Affiliate or Subsidiary of IDG, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury, or property damage, including any claim under Environmental Laws; and (d) except as accurately disclosed in Schedule 4.16(d), no storage tanks (whether operative existed or temporarily exist on or permanently closed) located on the Substation Sites or the improvements thereon or, to the knowledge under any of the Borrower, any other Real Property properties owned, leased, or operated or leased by the BorrowerCompany or any Company Subsidiary from which any Hazardous Substances could have been released into the surrounding environment. The Company has provided IDG with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews, inspections, and other analyses conducted by or on behalf, or which otherwise are in the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern usedpossession, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the BorrowerCompany or any Company Subsidiary respecting any facility, any site, or other Real Property property presently owned, leased, or operated or leased by the Borrower other than those Materials of Environmental Concern used, stored Company or otherwise managed in material compliance with the requirements of all applicable Environmental Laws, and in a manner that could not reasonably be expected to result in any material liability to the BorrowerCompany Subsidiary.

Certain Environmental Matters. Except as set forth on Schedule 4.24 hereto, (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany, there are the Company Group has complied, and remains in compliance, with the provisions of all Environmental Laws (as defined below) applicable to it or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company Group of all sites presently owned or operated by any of it where Solid Wastes, Hazardous Wastes or Hazardous Substances (as defined below) have been treated, stored, disposed of or otherwise handled; (b) no species of organism protected under any release (as defined in the applicable Environmental Laws) at, historical from, in or cultural artifactson any site owned or operated by the Company Group has occurred which, wetlands if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or underground other consequences that would not be applicable if the release had not occurred; (c) the Company has not transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against the Company, Purchaser or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under the Comprehensive Environmental Response, Conservation and Liability Act of 1980 ("CERCLA"); and (d) no storage tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon exist, or, to the knowledge of the BorrowerCompany, any other Real Property owned, operated or leased by the Borrower, the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present atexisted, on or affecting the Substation Sites or the improvements thereon or to the knowledge under any of the Borrower, any other Real Property owned, properties owned or operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed in material compliance with the requirements of all applicable Environmental Laws, and in a manner that could not reasonably be expected to result in any material liability to the Borrower.Company Group from which any

Certain Environmental Matters. Except as accurately disclosed in Section 4.15 of the Disclosure Statement: (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany, there are no species of organism protected under any applicable Environmental Lawsthe Company and each Company Subsidiary have complied, historical or cultural artifacts, wetlands or underground tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon orand remain in compliance, to the knowledge of the BorrowerCompany, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other Real Property ownedproperties, operated or leased businesses and operations and which relate to the reporting by the BorrowerCompany and each Company Subsidiary of all sites presently owned or operated by any of them where Solid Wastes, the presence Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of which would have a material impact on the Project and or otherwise handled; (ivb) there are no Materials of release (as defined in those Environmental Concern used, stored or present Laws) at, from, in or on any site owned or affecting operated by the Substation Sites Company or the improvements thereon or any Company Subsidiary has occurred which, if all relevant facts were known to the knowledge of the Borrowerrelevant Governmental Authorities, any other Real Property owned, operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed in material compliance with the requirements of all applicable Environmental Laws, and in a manner that reasonably could not reasonably be expected to result require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) neither the Company nor any Company Subsidiary (or any agent or contractor of either) has transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against the Company, any Company Subsidiary, ARS or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided ARS with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of the Company or any material liability to Company Subsidiary respecting any facility, site or other property presently owned or operated by the BorrowerCompany and each Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Section 4.15 of the Disclosure Statement: (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany, there are the Company has complied, and remains in compliance, with the provisions of all Environmental Laws applicable to it or any of it presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company of all sites presently owned or operated by any of it where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no species of organism protected under any release (as defined in the applicable Environmental Laws) at, historical from, in or cultural artifactson any site owned or operated by the Company has occurred which, wetlands if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or underground other consequences that would not be applicable if the release had not occurred; (c) the Company has not transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against the Company, Purchaser or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon exist, or, to the knowledge of the BorrowerCompany, any other Real Property owned, operated or leased by the Borrower, the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present athas existed, on or affecting the Substation Sites or the improvements thereon or to the knowledge under any of the Borrower, any other Real Property owned, properties owned or operated or leased by the Borrower other than those Materials of Environmental Concern usedCompany from which any Solid Wastes, stored Hazardous Wastes or otherwise managed in material compliance Hazardous Substances have been released into the surrounding environment. The Company has provided Purchaser with the requirements copies (or if not available, accurate written summaries) of all applicable Environmental Lawsenvironmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in a manner that could not reasonably be expected to result in the possession, of the Company respecting any material liability to facility, site or other property now or previously owned or operated by the BorrowerCompany.

Certain Environmental Matters. Except as accurately disclosed in Section 4.15 of the Disclosure Statement: (a) (i) The Borrower is not in material violation (and has not received any notice that it is in material violation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and has not received any notice that it or any third party has) used, Released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Concern that would reasonably be expected to subject the Borrower to liability or interfere with the Project, (iii) to the knowledge of the Borrower after reasonable inquiryCompany, there the Company and each Company Subsidiary have complied, and are in compliance, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company and each Company Subsidiary of all sites presently owned or operated by any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no species of organism protected under any release (as defined in the applicable Environmental Laws) at, historical from, in or cultural artifactson any site owned or leased by the Company or any Company Subsidiary has occurred which, wetlands if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or underground other consequences that would not be applicable if the release had not occurred; (c) neither the Company nor any Company Subsidiary has transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that reasonably could be expected to lead to any valid claim against the Company, any Company Subsidiary, OEI or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon exist, or, to the knowledge of the BorrowerCompany, any other Real Property owned, operated or leased by the Borrower, the presence of which would have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present athas existed, on or affecting the Substation Sites or the improvements thereon or to the knowledge under any of the Borrower, any other Real Property owned, properties owned or operated or leased by the Borrower other than those Materials of Environmental Concern usedCompany or any Company Subsidiary from which any Solid Wastes, stored Hazardous Wastes or otherwise managed in material compliance Hazardous Substances have been released into the surrounding environment. The Company has provided OEI with the requirements copies (or if not available, accurate written summaries) of all applicable Environmental Lawsenvironmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in a manner that could not reasonably be expected to result in the possession, of the Company or any material liability to Company Subsidiary respecting any facility, site or other property now or previously owned or operated by the BorrowerCompany and each Company Subsidiary.