Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents set forth on Schedule 3.16 or as, in the aggregate, could as to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: , (a) the facilities Borrower Parties and properties ownedeach of the Restricted Subsidiaries is in compliance with all Environmental Laws (including having obtained all permits, leased or operated by the Borrower licenses and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or other approvals required under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; Law for the operation of its business as currently conducted and being in compliance with the terms of such permits, licenses and other approvals), (b) neither the Borrower Parties nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Restricted Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such has received notice will be received of or is being threatened; (c) Materials of Environmental Concern have not been transported subject to any pending, or disposed of from to the Properties in Borrower’s knowledge, threatened action, suit or proceeding alleging a violation of, or in a manner or to a location that could give rise to liability under, any Environmental LawLaw that remains outstanding or unresolved, nor have any Materials (c) to the Borrower’s knowledge, there is and has been no Release or threatened Release of Environmental Concern been generated, treated, stored or disposed of Hazardous Material at, on or under any property currently or formerly owned, operated or leased by the Borrower Parties or any of the Properties Restricted Subsidiaries and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Borrower Parties or any of the Restricted Subsidiaries and transported to or Released at any location which, in violation ofeach case, described in this clause (c), would reasonably be expected to result in liability to the Borrower Parties or in a manner that could give rise to liability under, any applicable Environmental Law; the Restricted Subsidiaries and (d) there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to agreements in which the Borrower Parties or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower Restricted Subsidiaries has expressly assumed or undertaken responsibility for any Significant Subsidiary in connection with the Properties known or otherwise in connection with the Business, in violation of reasonably likely liability or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability obligation of any other Person person arising under or relating to Environmental LawsLaws or any Hazardous Materials.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effectset forth on Schedule 5.17: (a) To the facilities and properties ownedbest knowledge of the Borrower, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or could (ii) give rise to liability under, any Environmental Law;, except in either case insofar as such violation or liability, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (b) neither To the best knowledge of the Borrower, the Properties and all operations at the Properties are in compliance, and have in the period commencing six months prior to the date hereof been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries or any Joint Venture (the "Business") which could materially interfere with the continued operation of any material Property or which could reasonably be expected to have a Material Adverse Effect. (c) Neither the Borrower nor any Significant Subsidiary of its Subsidiaries nor, to the best knowledge of the Borrower, any Joint Venture has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;threatened except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that is or could reasonably be expected to result in the payment of a Material Environmental Amount. (cd) To the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;Law except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Subsidiary, or, to the best knowledge of the Borrower, any Joint Venture, is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Business except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (ef) To the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary or any Joint Venture, in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are Laws except insofar as any such violation or liability referred to in compliancethis paragraph, and have or any aggregation thereof, could not reasonably be expected to result in the last five years been in compliance, with all applicable payment of a Material Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; andAmount. (g) neither There are no Liens arising under or pursuant to any Environmental Laws on any of the Borrower nor real properties or properties owned or leased by any Significant Subsidiary has assumed Loan Party, and no government actions have been taken or are in process which could subject any liability of such properties to such Liens and no Loan Party would be required to place any notice or restriction relating to the presence of Hazardous Materials at any properties owned by it in any deed to such properties. (h) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are in the possession of any other Person under Environmental LawsLoan Party in relation to any properties or facility now or previously owned or leased by any Loan Party which have not been made available to the Lenders.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each Specified Business, the facilities and properties owned, leased or operated by the Borrower Owned Real Property and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern Transferred Assets are in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance in all material respects with all applicable Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) Permits and there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding material Liabilities under any Environmental Law with respect to any Specified Business, the Properties Owned Real Property or the Transferred Assets. (b) As of the date hereof, none of Seller or any of its Affiliates (nor, to Seller’s Knowledge, any predecessor in interest) has received from any Person any notice, demand, claim, letter, citation, summons, order or request for information, relating to any material violation or alleged violation of, or any material Liability under, any Environmental Law in connection with or affecting any Specified Business;, the Owned Real Property or the Transferred Assets. (c) There are no material complaints filed, penalties assessed, writs, injunctions, decrees, orders or judgments outstanding, or any material actions, suits, proceedings or investigations pending or, to Seller’s Knowledge, threatened, relating to compliance with or Liability under any Environmental Law affecting any Specified Business, the Owned Real Property or the Transferred Assets. (d) There are no underground storage tanks, asbestos-containing materials, lead-based products or polychlorinated biphenyls on, at or under any of the Owned Real Property or Transferred Assets other than in compliance in all material respects with all Environmental Laws; provided, that, solely for purposes of Section 6.2(a), this Section 3.12(d) shall be deemed to exclude any such items of which Seller does not have Knowledge. (e) None of the Owned Real Property or the Transferred Assets nor any property to which Hazardous Substances located on or resulting from the use of any Owned Real Property or Transferred Assets have been transported, nor any property to which Seller has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to Seller’s Knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup. (f) All material Environmental Permits Related to any Specified Business, the Owned Real Property or the Transferred Assets are valid, are in full force and effect, are transferable and, except as would not, individually or in the aggregate, reasonably be expected to be material, will not be terminated or impaired or become terminable as a result of the transactions contemplated hereby. (g) As of the date hereof, there has been no release material environmental investigation, study, audit, test, review or threat other analysis conducted of release of Materials of Environmental Concern which Seller has Knowledge in relation to any Owned Real Property or the Transferred Assets which has not been delivered to Buyer at or from the Properties, or arising from or related least ten days prior to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsdate hereof.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as disclosed in of the Exchange Act Documents or asAgreement Execution Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the facilities and properties ownedbest knowledge of the Borrower, leased or operated by the Projects of the Borrower and the Significant its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could reasonably give rise to liability of the Borrower or any Subsidiary under, any Environmental Law;Laws. (b) neither To the best knowledge of the Borrower, (i) the Projects of the Borrower and its Subsidiaries and all operations at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Borrower and/or its Subsidiaries (x) for at least two (2) years, have in the last two years, or (y) for less than two (2) years, have for such period of ownership, been in compliance in all material respects with all applicable Environmental Laws. (c) Neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Projects, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties Projects of the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could reasonably give rise to liability of the Borrower or any Subsidiary under, any Environmental LawLaws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties Projects of the Borrower and its Subsidiaries in violation of, or in a manner that could give rise to liability of the Borrower or any Subsidiary under, any applicable Environmental Law;Laws. (de) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or Projects of the BusinessBorrower and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative orders order or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or Projects of the Business;Borrower and its Subsidiaries. (ef) To the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the PropertiesProjects of the Borrower and its Subsidiaries, or arising from or related to the operations of the Borrower or any Significant Subsidiary and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, Projects in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as previously disclosed to Lessor in the Exchange Act Documents Environmental Reports or as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect: (ai) no Leased Property (including soils, surface waters and ground waters on, at or under the facilities and properties ownedrelated Site or such structures) contains, leased nor is any Leased Property otherwise adversely affected by, and, to the Lessee’s knowledge, no Leased Property has previously contained or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously containedbeen adversely affected by, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, an Environmental Violation or (B) could give rise to any liability under, any or obligation under applicable Environmental LawLaws; (bii) neither each Leased Property and all operations conducted in connection therewith are in material compliance, and have been in material compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about any Site and there was and has been no Release of Hazardous Materials from, to, at, under or about any Site or from such operations of Improvements; (iii) Lessee has obtained, is in compliance with, and has made all appropriate filings for issuance or renewal of, all Environmental Permits required for the Borrower nor any Significant Subsidiary has received or is aware then current status of any Leased Property and all such Environmental Permits are in full force and effect; (iv) Lessee has not received any written notice of violation, alleged violation, non-compliancenoncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard respect to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), Leased Property nor does the Borrower Lessee have knowledge or reason to believe that any such notice will be received or is being threatened;; and (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (dv) no judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, Lessee threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is Lessee has been or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties any Leased Property or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law Lessee with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsthereto.

Environmental Matters. Except as disclosed in the Exchange Act Documents could not reasonably be expected, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:, (ai) the facilities and properties owned, leased or operated by the Borrower and its Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) the Borrower, each of its Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters Environmental Claims, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (dv) no judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) there has been no release release, or to the Borrower’s knowledge after due inquiry, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except insofar as disclosed in any exception to any of the Exchange Act Documents following, or asany aggregation of such exceptions, in the aggregate, could is not reasonably be expected likely to have result in a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated Holdings, by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any applicable Environmental Law;. (b) neither None of Holdings, the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;. (d) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any Significant Subsidiary is or or, to the knowledge of the Borrower, will be named as a party or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;. (e) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings, the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably give rise to liability under any applicable Environmental Laws;. (f) the The Properties and all operations at the Properties are in compliance, and have in the last five 3 years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any applicable Environmental Law with respect to the Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries (the "Business; and") which could materially interfere with the continued operation of the Properties or materially impair the fair saleable value thereof. (g) neither Holdings, the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under and its Subsidiaries hold and are in compliance with all Environmental LawsPermits necessary for their operations.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) do not contain, and and, to the Borrower’s knowledge, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that that, to the Borrower’s knowledge, could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that that, to the Borrower’s knowledge, could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary of its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed set forth in Schedule 5.09 (a) the Exchange Act Documents Loan Parties and their Subsidiaries are in compliance with all Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or asforfeitures) have not had or will not have a Material Adverse Effect; (b) all licenses, permits, registrations or approvals required for the conduct of the business of the Loan Parties and any Subsidiary under any Environmental Law have been secured and the applicable Borrower, Guarantor or Subsidiary is in compliance therewith, except for such licenses, permits, registrations or approvals the aggregatefailure to secure or to comply therewith has not had or will not have a Material Adverse Effect; (c) neither any Loan Party nor any Subsidiary has received notice, could not or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which such Loan Party or such Subsidiary is a party or that would affect the ability of such Loan Party or such Subsidiary to operate any of its property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder; (d) there are no claims under any Environmental Laws (“Environmental Claim”) pending or to the knowledge of any Borrower, threatened which have had or are reasonably be expected likely to have a Material Adverse Effect: ; and (ae) the facilities and properties there are no facts, circumstances, conditions or occurrences on any property now or at any time owned, leased or operated by any Loan Party or any Subsidiary or on any property adjacent to any such property that could reasonably be expected: (i) to form the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials basis of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor Claim against any Significant Loan Party or any Subsidiary has received or is aware any property of any notice of violation, alleged violation, non-compliance, liability Loan Party or potential liability regarding environmental matters any Subsidiary; or compliance with Environmental Laws with regard (ii) to cause such property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, property under any Environmental Law, nor have any Materials of except in each such case, such Environmental Concern been generated, treated, stored Claims or disposed of at, on or under any of the Properties in violation of, restrictions that individually or in the aggregate have not had and will not have a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsMaterial Adverse Effect.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed incurred any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have result in a Material Adverse EffectEvent: (a) the facilities and properties ownedTo Borrower’s actual knowledge, leased or operated by the each of Borrower and the Significant Subsidiaries (the “Properties”) do not containits Subsidiaries, and have all of their respective Properties, assets, and operations are in compliance with all Environmental Laws. Borrower is not previously containedaware of, nor has Borrower received notice of, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofpast, present, or could give rise to liability underfuture conditions, any events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of Borrower and its Subsidiaries with all Environmental LawLaws; (b) neither the Each of Borrower nor any Significant Subsidiary and its Subsidiaries has received or is aware of any notice of violationobtained all permits, alleged violationlicenses, non-complianceand authorizations that are required under applicable Environmental Laws, liability or potential liability regarding environmental matters or and all such permits are in good standing and Borrower and its Subsidiaries are in compliance with Environmental Laws with regard to all of the terms and conditions of such permits; (c) Borrower is not aware of, nor has Borrower received notice that Hazardous Materials exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the Properties or the business operated by the assets of Borrower or any of its Subsidiaries. The use which Borrower and its Subsidiaries make and intend to make of their respective Properties and assets will not result in the Significant Subsidiaries (the “Business”)use, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofgeneration, storage, transportation, accumulation, disposal, or in a manner Release of any Hazardous Material on, in, or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under from any of the their Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Lawassets; (d) no judicial proceeding or governmental or administrative action Borrower is pending ornot aware of, to the knowledge of the Borrower, threatened, under any Environmental Law to which the nor has Borrower received notice that Borrower or any Significant Subsidiary of its Subsidiaries or any of their respective currently or previously owned or leased Properties or operations is subject to any outstanding or will be named as a party threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding with respect to the Properties or the Business(i) failure to comply with Environmental Laws, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders(ii) Remedial Action, or other administrative or judicial requirements outstanding under (iii) any Environmental Law with respect to the Properties Liabilities arising from a Release or the Businessthreatened Release; (e) Borrower is not aware of, nor has Borrower received notice that there has been no release are any conditions or threat of release of Materials of Environmental Concern at circumstances associated with the currently or from the Properties, previously owned or arising from leased Properties or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner its Subsidiaries that could reasonably be expected to give rise to liability any Environmental Liabilities; (f) Neither Borrower nor any of its Subsidiaries is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable provision of state Law. Borrower and its Subsidiaries are in compliance with all applicable financial responsibility requirements of all Environmental Laws; (fg) the Properties and all operations at the Properties are in complianceNeither Borrower nor any of its Subsidiaries has filed or failed to file, and have in the last five years been in complianceto Borrower’s knowledge, with all any notice required under applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Businessreporting a Release; and (gh) neither the Borrower is not aware of, nor has Borrower received notice that any Significant Subsidiary Lien arising under any Environmental Law has assumed attached to any liability Property or revenues of Borrower or any other Person under Environmental Lawsof its Subsidiaries.

Environmental Matters. (a) Except as disclosed in described on Section 2.19 of the Exchange Act Documents Company Disclosure Schedule, and except as could not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: : (ai) the facilities Company and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”) do not contain, complies and have not previously containedcomplied, any Materials during all applicable statute of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliancelimitations periods, with all applicable Environmental Laws, and possess and comply, and have possessed and complied during all applicable statute of limitations periods, with all Environmental Permits; (ii) there is are and have been no contamination atMaterials of Environmental Concern or other conditions at any property owned, under operated, or about otherwise used by the Properties Company now or violation in the past, or at any other location (including without limitation any facility to which Materials of Environmental Concern from the Company or any of its Subsidiaries), that are in circumstances that could reasonably be expected to give rise to any liability of the Company or any of its Subsidiaries, or result in costs to the Company or any of its Subsidiaries arising out of any Environmental Law; (iii) no Litigation (including any notice of violation or alleged violation), under any Environmental Law or with respect to any Materials of Environmental Concern to which the Properties Company or any of its Subsidiaries is, or to the Knowledge of the Company will be, named as a party, or affecting their business, is pending or, to the Knowledge of the Company, threatened; nor is the Company or any of its Subsidiaries the subject of any investigation or the Businessrecipient of any request for information in connection with any such Litigation or potential Litigation; and(iv) there are no Orders or agreements under any Environmental Law or with respect to any Materials of Environmental Concern to which the Company or any of its Subsidiaries is a party or affecting their business; (v) to the Knowledge of the Company, there are no events, conditions, circumstances, practices, plans, or legal requirements (in effect or reasonably anticipated), that could be expected to prevent the Company from, or materially increase the burden on the Company of: (A) complying with applicable Environmental Laws, or (B) obtaining, renewing, or complying with all Environmental Permits; and (vi) to the Knowledge of the Company, each of the foregoing representations and warranties is true and correct with respect to any entity for which the Company or any of its Subsidiaries has assumed or retained liability, whether by Contract or operation of Law. (gb) neither The Company has furnished to Parent true and complete copies of all Environmental Reports in the Borrower nor possession or control of the Company or any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsits Subsidiaries. (c) For purposes of this Agreement, the terms below are defined as follows:

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation by Borrower or its Subsidiaries of, or could give rise to liability of Borrower or its Subsidiaries under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received any notice of, or is otherwise aware of of, any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business presently or formerly operated by the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of by or on behalf of the Borrower or its Subsidiaries from the Properties or otherwise in connection with the Business, in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored stored, or disposed of of, or have otherwise come to be located at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at at, to, on, under or from the Properties, Properties or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability of Borrower or its Subsidiaries under Environmental Laws; (f) the Borrower, its Subsidiaries, the Business, the Properties and all operations at the Properties are in compliance, compliance and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has of its Subsidiaries has, by contract or by operation of law, assumed any liability of any other Person or agreed to indemnify any other person for liability under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not containand all operations at the Properties are in compliance with all applicable Environmental Laws, and have not there is no violation of any Environmental Law with respect to the Properties or the businesses operated by the Borrower or any of its Subsidiaries (the "Businesses"), and there are no conditions relating to the Businesses or Properties that could give rise to liability under any applicable Environmental Laws. (b) None of the Properties contains, or has previously contained, any Materials of Environmental Concern at, on or under the Properties in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Laws. (bc) neither Neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received any written or is aware of verbal notice of, or inquiry from any notice of Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Businesses, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofProperties, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties or any other location, in each case by or on behalf of the Borrower or any of its Subsidiaries in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Borrowerany Credit Party, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any of its Subsidiaries, the Properties or the Business;Businesses. (ef) there There has been no release or or, threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Significant Subsidiary of its Subsidiaries in connection with the Properties or otherwise in connection with the BusinessBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) Each of the facilities Facilities and properties owned, leased all past and current operations at or operated by from the Borrower and the Significant Subsidiaries (the “Properties”) do not containFacilities are in compliance with all applicable Environmental Laws, and have not there is no violation of any Environmental Law with respect to the Facilities or the Loan Party’s or any Subsidiary’s operations, and there are no conditions relating to the Facilities or the Loan Party’s or any Subsidiary’s operations that could give rise to liability or obligation under any applicable Environmental Laws. (b) None of the Facilities contains or has previously containedcontained any Hazardous Substances at, any Materials of Environmental Concern on or under the Facilities in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) Each Loan Party and each of its Subsidiaries has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law;Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each Loan Party and each of its Subsidiaries is in compliance with all terms and conditions thereof. (bd) neither the Borrower nor No Loan Party and no Subsidiary of any Significant Subsidiary Loan Party has received or is aware reasonably anticipates the issuance of any written or verbal notice of of, or inquiry from, or agreement with, any federal, state or local governmental authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with arising under Environmental Laws with regard to any of the Properties Facilities or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Loan Party’s or any Subsidiary’s operations, nor does the Borrower any Loan Party or any Subsidiary of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened;. (ce) Materials of Environmental Concern Hazardous Substances have not been transported or disposed of from the Properties in violation ofFacilities, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary of any Loan Party, or arising from any Loan Party’s or any Subsidiary’s operations, in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law;. (df) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerLoan Parties and their respective Subsidiaries, threatened, under any Environmental Law to which the Borrower any Loan Party or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party or any Subsidiary, the Properties Facilities or the Business;Loan Parties’ or any Subsidiary’s operations. (eg) there There has been no release or threat of release of Materials of Environmental Concern Hazardous Substances at or from the PropertiesFacilities, or arising from or related to the operations (including disposal) of the Borrower any Loan Party or any Significant Subsidiary in connection with the Properties Facilities or otherwise in connection with the BusinessLoan Parties’ or any Subsidiary’s operations, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;. (fh) the Properties No Loan Party and all operations at the Properties no Subsidiary of any Loan Party has any underground storage tanks that are in compliance, and have in the last five years been in compliance, with all not properly registered or permitted under applicable Environmental LawsLaws or that at any time have released, and there is no contamination atleaked, under disposed of or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsotherwise discharged Hazardous Substances.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the knowledge of the Borrower and the other Credit Parties, the facilities and properties comprising real estate owned, leased or operated by the Borrower and the Significant other Credit Parties or any of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;. (b) neither To the knowledge of the Borrower and the other Credit Parties, the Properties and all operations of the Borrower and the other Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower and the other Credit Parties or any of their Subsidiaries (the “Business”). (c) Neither the Borrower nor any Significant Subsidiary of the other Credit Parties has received any written or is aware of any actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower or any of the other Credit Parties nor any of their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the knowledge of the Borrower and the other Credit Parties, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could give rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerBorrower and the other Credit Parties, threatened, under any Environmental Law to which the Borrower or any Significant other Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;. (ef) To the knowledge of the Borrower and the other Credit Parties, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant other Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in to the Exchange Act Documents or as, in the aggregate, extent that no Material Adverse Effect could not reasonably be expected to have a Material Adverse Effectresult therefrom: (a) the facilities and The properties owned, leased or operated by the Borrower each Credit Party and the Significant Subsidiaries (the “Properties”) each Subsidiary thereof now do not contain, and to the knowledge of any Responsible Officer have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could give rise to liability under, any of applicable Environmental LawLaws; (b) neither Each Credit Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith, to the Borrower knowledge of any Responsible Officer are and have been in compliance with all applicable Environmental Laws, and, to the knowledge of any Responsible Officer, there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (c) No Credit Party nor any Significant Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower any Responsible Officer of any Credit Party or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (cd) To the knowledge of any Responsible Officer Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor to the knowledge of any Responsible Officer have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawLaws; (de) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrowerany Responsible Officer, threatened, under any Environmental Law to which the Borrower any Credit Party or any Significant Subsidiary thereof is or will be named as a party with respect to the Properties or the Businesspotentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, or to the Properties knowledge of any Responsible Officer, with respect to any real property owned, leased or the Business;operated by any Credit Party or any Subsidiary thereof or operations conducted in connection therewith; and (ef) To the knowledge of any Responsible Officer there has been no release release, or threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of the Borrower operated by any Credit Party or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties ownedcurrently leased, leased owned or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and and, to the Borrower’s knowledge, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability to any Group Member under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from by any Group Member nor has any Group Member arranged for the Properties disposal of any Materials of Environmental Concern in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties or any formerly leased, owned or operated facility or property, by any Group Member or, to the Borrower’s knowledge, any other Person in violation of, or in a manner that could reasonably be expected to give rise to liability of any Group Member under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, nor are there is any Group Member subject to any consent decrees or other decrees, consent orders, administrative orders or other orders, that remain outstanding or other administrative or judicial requirements outstanding unresolved under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or any formerly leased, owned or operated facility or property, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability to any Group Member under Environmental Laws; (f) all Group Members, the Properties and all operations at the Properties are in compliance, and and, to the Borrower’s knowledge, have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except for such matters as disclosed in the Exchange Act Documents set forth on Schedule 7.06 or asthat, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect on the Borrower: (a) the facilities Borrower and properties ownedits Subsidiaries and each of their respective Properties and operations thereon are, leased and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws. (b) to the extent the Borrower or operated a Subsidiary is the operator of such Property, the Borrower or such Subsidiary has obtained, and to the extent the Borrower or a Subsidiary is not the operator of such Property, the Borrower or such Subsidiary has used commercially reasonable efforts in light of the Borrower’s business model (including the number of its Oil and Gas Properties and the number and reputation of the operators with which the Borrower is contractually engaged or is a co-tenant) to satisfy itself (as reasonably determined by the Borrower in good faith) that the operator of such Property has obtained, all Environmental Permits required for their respective operations and the Significant Subsidiaries (the “each of their Properties”) do not contain, with all such Environmental Permits being currently in full force and effect, and have not previously containednone of Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to any liability under, any Environmental Law; (bincluding as a potentially responsible party) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Laws that is pending or, to Borrower’s knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties. (d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (e) there has been no judicial proceeding Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or governmental from the Borrower’s or administrative action is pending orany Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, threatened, under none of such Properties are adversely affected by any Environmental Law to which the Borrower Release or threatened Release of a Hazardous Material originating or emanating from any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;real property. (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any other Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. (g) there has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations and businesses of any of the Borrower’s or its Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. (h) The Borrower and its Subsidiaries have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents would not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: Effect and except as set forth in the environmental assessments previously made available to Parent and Merger Sub: (ai) the facilities Company and properties ownedeach of its Designated Subsidiaries are in compliance with all applicable Environmental Laws, leased and possess and are in compliance with all applicable Environmental Permits required under such Environmental Laws to operate as they presently operate; (ii) there are no Materials of Environmental Concern at any property owned or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containCompany or any of its Designated Subsidiaries, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or except under circumstances that constitute are not reasonably likely to result in liability of the Company or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant its Designated Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; ; (diii) no judicial proceeding neither the Company nor any of its Designated Subsidiaries has received any written notification alleging that it is liable for, or governmental or administrative action is pending or, any request for information pursuant to the knowledge Section 104(e) of the BorrowerComprehensive Environmental Response, threatenedCompensation and Liability Act or similar state statute, under concerning any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or from request for information concerning any such release or threatened release, to the Propertiesextent such matter has been resolved with the appropriate foreign, federal, state or local regulatory authority or otherwise; and (iv) neither the Company nor any of its Designated Subsidiaries has received any written claim or complaint, or is presently subject to any Action, relating to noncompliance with any Environmental Laws or any other liabilities arising from under or related relating to pursuant to Environmental Laws (“Environmental Action”), and, to the operations knowledge of the Borrower Company, (x) no Environmental Action has been threatened in writing and (y) there are no facts, circumstances, or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner conditions that could reasonably be expected to give rise to liability under an Environmental Laws;Action. (fb) Notwithstanding any other representations and warranties in this Agreement, the Properties representations and all operations at warranties in this Section 3.13 are the Properties are only representations and warranties in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law this Agreement with respect to the Properties Environmental Laws or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability Materials of any other Person under Environmental LawsConcern.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by Holdings, the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither Holdings, the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by Holdings, the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings, the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither Holdings, the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed set forth in the Exchange Act Documents or Schedule 3.17 and except as, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities The Companies and properties ownedtheir businesses, leased or operated by the Borrower operations and Real Property are in compliance with, and the Significant Subsidiaries (the “Properties”) do not contain, and Companies have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to no liability under, any applicable Environmental Law; (b) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, and all such Environmental Permits are valid and in good standing; (c) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability by the Companies under any applicable Environmental Law; (d) There is no judicial proceeding or governmental or administrative action is Environmental Claim pending or, to the knowledge of the BorrowerCompanies, threatenedthreatened against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies; (e) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation; (f) No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to any Real Property or any other location; (g) To the Properties knowledge of the Companies, no Real Property or facility owned, operated or leased by the BusinessCompanies or formerly owned, nor are there operated or leased by the Companies or any consent decrees of their predecessors in interest is (i) listed or other decreesproposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, consent ordersCompensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum; (h) No Lien has been recorded or, administrative orders or other ordersto the knowledge of any Company, or other administrative or judicial requirements outstanding threatened under any Environmental Law with respect to the Properties any Real Property or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations other assets of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the BusinessCompanies; and (gi) neither The execution, delivery and performance of this Agreement and the Borrower nor consummation of the transactions contemplated hereby will not require any Significant Subsidiary has assumed notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any liability of Governmental Real Property Disclosure Requirements or any other Person under applicable Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, (i) in the aggregate, could would not reasonably be expected to result in the payment by Holdings or the Borrower or any of their respective Subsidiaries of a Material Environmental Amount or (ii) would not have a Material Adverse EffectEffect in the aggregate: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, any Materials of Environmental Concern Hazardous Material in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability an Environmental Liability under, any Environmental Law; (b) neither Holdings nor the Borrower nor any Significant Subsidiary of their respective Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) no Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability an Environmental Liability under, any Environmental Law, nor have has any Materials of Environmental Concern Hazardous Material been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability an Environmental Liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings or the Borrower, threatened, under any Environmental Law to which Holdings or the Borrower or any Significant Subsidiary of their respective Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release Release or threat of release Release of Materials of Environmental Concern any Hazardous Material at or from the Properties, or arising from or related to the operations of Holdings or the Borrower or any Significant Subsidiary of their respective Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or nor is there a violation of any Environmental Law or Environmental Permit required by Environmental Law with respect to the Properties or the BusinessBusiness that could give rise to an Environmental Liability; and (g) neither Holdings nor the Borrower nor any Significant Subsidiary of their respective Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any written claim, demand, notice of violation, alleged violation, non-compliance, liability or of actual or potential liability regarding environmental matters or compliance with respect to any Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)relating to any Group Member, nor does the Borrower have knowledge or reason to believe that any such claim, demand or notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties by any Group Member or, to the Borrower’s knowledge, by any other person in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of by any Group Member or, to the Borrower’s knowledge, by any other person at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or, to the Borrower or any Significant Subsidiary is or Borrower’s knowledge, will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessrelating to any Group Member; (e) there has been no release Release or threat of release Release of Materials of Environmental Concern at by any Group Member or, to the Borrower’s knowledge, by any other person at, on, under or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties or otherwise in connection with the Businessotherwise, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) each Group Member, the Properties and all operations at the Properties are in compliance, and and, to the Borrower’s knowledge, have in the last five three (3) years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws, nor is any Group Member paying for or conducting , in whole or in part, any response or other corrective action to address any Materials of Environmental Concern at any location pursuant to any Environmental Law.

Environmental Matters. Except insofar as disclosed in any exceptions to the Exchange Act Documents following, individually or as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities and properties owned, leased or otherwise operated by the Borrower and the Significant Holdings or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, therein, thereon or thereunder, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental LawLaws; (b) There are no facts, circumstances or conditions that could reasonably be expected to (i) result in a violation of any Environmental Law by Holdings or any of its Subsidiaries that could interfere with the continued operation of, or impair the otherwise fair saleable value of the properties owned, leased or otherwise operated by Holdings or any of its Subsidiaries or (ii) result in a violation of or otherwise give rise to liability on the part of Holdings or any of its Subsidiaries under any Environmental Laws in respect of Hazardous Materials; (c) neither the Borrower Holdings nor any Significant Subsidiary of its Subsidiaries has received or is aware of any complaint, notice of violation, alleged violation, non-compliance, liability violation or notice of investigation or of potential liability regarding environmental matters or compliance with under Environmental Laws with regard to Holdings or any of the Properties its Subsidiaries, or the business any properties owned, leased or otherwise operated by the Borrower and the Significant Subsidiaries (the “Business”)any of them, nor does the Borrower Holdings or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or action is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) there are no administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the knowledge of the Borrowerany Credit Party, threatened, threatened under any Environmental Law to which the Borrower Holdings or any Significant Subsidiary of its Subsidiaries is or will could reasonably be named as expected to be a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersorders or agreements to which Holdings or any of its Subsidiaries is a party, which could reasonably be expected to result in liability or other administrative costs on the part of Holdings or judicial requirements outstanding any of its Subsidiaries under any Environmental Law; (e) no Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to the Properties any Fee Property or the Business; (e) there assets of Holdings or any of its Subsidiaries and no Lien has been no release or threat of release of Materials of Environmental Concern at or from the Propertiesrecorded or, or arising from or related to the operations knowledge of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the BusinessCredit Party, in violation of or in amounts or in a manner that could give rise to liability threatened under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to any other Real Property of Holdings or any of its Subsidiaries that could reasonably be expected to result in liability or costs on the Properties part of Holdings or any of its Subsidiaries under any Environmental Law; (f) no Fee Property is (x) listed, or to the Businessknowledge of any Credit Party proposed for listing, on the National Priorities List promulgated pursuant to the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or (y) listed on the Comprehensive Environmental Response, Compensation and Liability Information System List promulgated pursuant to CERCLA, or (z) included on any similar list maintained by any Governmental Authority and there is no such listing, or to the knowledge of any Credit Party proposed listing, with respect to any other Real Property of Holdings or any of its Subsidiaries that could reasonably be expected to result in liability or costs on the part of Holdings or any of its Subsidiaries under any Environmental Law; and (g) neither the Borrower Holdings nor any Significant Subsidiary of its Subsidiaries is required to take or finance any investigatory, response or other corrective action or is currently conducting any investigatory, response or other corrective action pursuant to any Environmental Law at any Real Property or at any other location, nor has any of Holdings or any of its Subsidiaries assumed by contract, agreement or operation of law any liability obligation of any other Person under any Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in Environmental Reports and except as disclosed on the aggregate, could not reasonably be expected to have a Material Adverse EffectException Report: (ai) To Borrower’s knowledge, each Property is in compliance in all material respects with all Environmental Laws applicable to such Property (which compliance includes, but is not limited to, the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containpossession of, and have not previously containedcompliance with, any Materials all environmental, health and safety permits, approvals, licenses, registrations and other governmental authorizations required in connection with the ownership and operation of such Property under all Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Laws). (bii) neither the Borrower nor any Significant Subsidiary has received or No Environmental Claim is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance pending with Environmental Laws with regard respect to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Properties, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending ornor, to the knowledge of the Borrower’s knowledge, is any threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the any Borrower or any Significant Subsidiary of the Properties. (iii) Without limiting the generality of the foregoing, to Borrower’s knowledge, there is not present at, on, in connection or under any Property, any Hazardous Substances, PCB-containing equipment, asbestos or asbestos containing materials, underground storage tanks or surface impoundments for any Hazardous Substance, lead in drinking water (except in concentrations that comply with the Properties all Environmental Laws), or otherwise lead-based paint, in connection with the Business, each case in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;Law. (fiv) To Borrower’s knowledge, there have not been and are no past, present or threatened Releases of any Hazardous Substance from or at any of the Properties and all operations at that are reasonably likely to form the Properties are in compliancebasis of any Environmental Claim, and have in the last five years been in complianceand, with all applicable Environmental Lawsto Borrower’s knowledge, and there is no contamination atthreat of any Release of any Hazardous Substance migrating to any of the Properties. (v) To Borrower’s knowledge, no Liens are presently recorded with the appropriate land records under or about the Properties or violation of pursuant to any Environmental Law with respect to any of the Properties or and, to Borrower’s knowledge, no Governmental Authority has been taking any action to subject any of the Business; andProperties to Liens under any Environmental Law. (gvi) neither To Borrower’s knowledge, there have been no material environmental investigations, studies, audits, reviews or other analyses conducted by or that are in the possession of Borrower nor in relation to any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsthe Properties which have not been made available to Lender.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, aggregate could not reasonably be expected to have result in the payment of a Material Adverse EffectEnvironmental Amount: (a) the The facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”"PROPERTIES") do not contain, and and, to the best knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;. (b) neither The Properties and all operations at the Properties are in material compliance, and have, to the best knowledge of the Borrower, in the last five years been in material compliance, with all applicable Environmental Laws, and there is, to the best knowledge of the Borrower, no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the "BUSINESS"). Neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed or retained any liability of any other Person under Environmental Laws. (c) Neither the Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;. (ef) To the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f. For purposes of Section 8(b) of this Agreement, each of the Properties foregoing representations and all operations at warranties contained in this Section 4.17 that are qualified by the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under knowledge or about the Properties or violation best knowledge of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsshall be deemed not to be so qualified.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, for any such matter that could not reasonably be expected to have create a Material Adverse Effect:, (ai) the facilities and The properties presently owned, leased or operated by the Borrower and the Significant its Restricted Subsidiaries (the “Properties”) do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could reasonably be expected to give rise to liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Restricted Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties; (iii) Neither the Borrower nor any Significant Restricted Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Restricted Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by of the Borrower and its Restricted Subsidiaries in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Laws; and (dv) no No judicial proceeding proceedings or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Restricted Subsidiary is or will be thereof has been named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsRestricted Subsidiary.

Environmental Matters. Except as disclosed (a) Seller has delivered or made available to Buyer true and complete copies of all environmental site assessments, test results, analytical data, boring logs, permits for storm water, wetlands fill, or other environmental permits for construction of any building, parking lot or other improvement, and other environmental reports and studies in the Exchange Act Documents possession of any Seller Entity relating to its Participating Facilities and Operating Properties. To Seller’s Knowledge, there are no material violations of Environmental Laws on properties that secure loans made by any Seller Entity. (b) To Seller’s Knowledge, each Seller Entity, its Participation Facilities, and its Operating Properties are, and have been, in compliance with all Environmental Laws, except for violations which are not reasonably likely to have, individually or as, in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofTo Seller’s Knowledge, there is no Litigation pending, and no environmental enforcement action, investigation, or litigation threatened, before any Governmental Authority or other forum in which any Seller Entity or any of its Operating Properties or Participation Facilities (or Seller in respect of such Operating Property or Participation Facility) has been or, with respect to threatened Litigation, may be named as a manner defendant (i) for alleged noncompliance (including by any predecessor) with or Liability under any Environmental Law or (ii) relating to a location that could give rise to liability the release, discharge, spillage, or disposal into the environment of any Hazardous Material, whether or not occurring at, on, under, adjacent to, or affecting (or potentially affecting) a site currently or formerly owned, leased, or operated by any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored Seller Entity or disposed of at, on or under any of the its Operating Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Participation Facilities. (d) To Seller’s Knowledge, during the period of (i) any Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the management of any Participation Facility, or (iii) any Seller Entity’s holding of a security interest in any Operating Property, there have been no judicial proceeding releases, discharges, spillages, or governmental disposals of Hazardous Material in, on, under, adjacent to, or administrative action is pending oraffecting (or potentially affecting) such properties. Prior to the period of (i) any Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the management of any Participation Facility, or (iii) any Seller Entity’s holding of a security interest in any Operating Property, to the knowledge of the BorrowerSeller’s Knowledge, threatenedthere were no releases, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Businessdischarges, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersspillages, or other administrative disposals of Hazardous Material in, on, under, or judicial requirements outstanding under affecting any Environmental Law with respect to such property, Participation Facility or Operating Property. To Seller’s Knowledge, during the Properties period of (i) Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the Business; management of any Participation Facility, or (eiii) any Seller Entity’s holding of a security interest in any Operating Property, there has have been no release or threat violations of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation including but not limited to unauthorized alterations of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawswetlands.

Environmental Matters. Except as disclosed in the Exchange Act Documents would not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities Parent and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”A) do not containis in compliance with all, and have is not previously containedsubject to any liability with respect to any, applicable Environmental Laws, (B) holds or has applied for all Environmental Permits necessary to conduct their current operations, and (C) is in compliance with their respective Environmental Permits. (b) None of Parent or any Materials of Environmental Concern its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that Parent or any of its Subsidiaries may be in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability liable under, any Environmental Law;. (bc) neither the Borrower nor None of Parent or any Significant Subsidiary of its Subsidiaries (A) has received entered into or agreed to any consent decree or order or is aware of subject to any notice of violationjudgment, alleged violation, non-compliance, liability decree or potential liability regarding environmental matters or judicial order relating to (i) compliance with Environmental Laws with regard to any or Environmental Permits or (ii) the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of the Properties Hazardous Materials and no investigation, litigation or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial other proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerParent, threatenedthreatened in writing with respect thereto, or (B) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law to which Law. (d) None of the Borrower real property owned or leased by Parent or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect listed or, to the Properties or knowledge of Parent, proposed for listing on the Business“National Priorities List” under CERCLA, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersas updated through the date hereof, or other administrative any similar state or judicial requirements outstanding under any Environmental Law with respect to the Properties foreign list of sites requiring investigation or the Business;cleanup. (e) To the knowledge of Parent, there has been are no release past or threat present conditions, circumstances, or facts that may (A) interfere with or prevent continued compliance by Parent or any of release of Materials its Subsidiaries with Environmental Laws and the requirements of Environmental Concern at Permits, (B) give rise to any liability or from the Propertiesother obligation under any Environmental Laws, or arising from (C) form the basis of any claim, action, suit, proceeding, or investigation against or involving Parent or any of its Subsidiaries based on or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) do not contain, and and, to the Borrower’s knowledge, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that that, to the Borrower’s knowledge, could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that that, to the Borrower’s knowledge, could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary of its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed (a) To the Knowledge of Parent, each of Parent and the Parent Subsidiaries, its Participation Facilities, and its Operating Properties are, and have been, in the Exchange Act Documents compliance with all Environmental Laws, except for violations which are not reasonably likely to have, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;Effect on Parent. (b) neither To the Borrower nor Knowledge of Parent, there is no Litigation pending or threatened before any Significant Subsidiary has received court, governmental agency, or is aware of any notice of violation, alleged violation, non-compliance, liability authority or potential liability regarding environmental matters other forum in which Parent or compliance with Environmental Laws with regard to any of the Parent Subsidiaries or any of their respective Operating Properties or Participation Facilities (or Parent in respect of such Operating Property or Participation Facility) has been or, with respect to threatened Litigation, may be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the business release into the environment of any Hazardous Material, whether or not occurring at, on, under, adjacent to, or affecting (or potentially affecting) a site owned, leased, or operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge Parent or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Parent Subsidiaries or any of their respective Operating Properties in violation ofor Participation Facilities, except for such Litigation pending or threatened that is not reasonably likely to have, individually or in the aggregate, a manner that could give rise to liability underMaterial Adverse Effect on Parent, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending ornor, to the knowledge of Parent, is there any reasonable basis for any Litigation of a type described in this sentence. (c) During the Borrower, threatened, under any Environmental Law to which the Borrower period of (i) Parent's or any Significant Subsidiary is of the Parent Subsidiaries' ownership or will be named as operation of any of their respective current properties, (ii) any Parent's or any of the Parent Subsidiaries' participation in the management of any Participation Facility, or (iii) Parent's or any of the Parent Subsidiaries' holding of a party with respect security interest in an Operating Property, to the Properties or the BusinessKnowledge of Parent, nor are there any consent decrees or other decreeshave been no releases of Hazardous Material in, consent orderson, administrative orders or other ordersunder, adjacent to, or other administrative affecting (or judicial requirements outstanding under any Environmental Law with respect potentially affecting) such properties, except such as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. Prior to the Properties period of (i) Parent's or any of Parent Subsidiaries' ownership or operation of any of their respective current properties, (ii) Parent's or any of Parent Subsidiaries' participation in the Business; (e) there has been no release or threat management of release of Materials of Environmental Concern at or from the Propertiesany Participation Facility, or arising from (iii) Parent or related any of Parent Subsidiaries' holding of a security interest in an Operating Property, to the operations Knowledge of the Borrower Parent, there were no releases of Hazardous Material in, on, under, or affecting any Significant Subsidiary in connection with the Properties such property, Participation Facility or otherwise in connection with the BusinessOperating Property, in violation of except such as are not reasonably likely to have, individually or in amounts or in the aggregate, a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsMaterial Adverse Effect on Parent.

Environmental Matters. Except (i) as may be disclosed in the Exchange Act Documents on Schedule 3.16, or (ii) as, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by any of the Borrower and the Significant or its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither none of the Borrower nor any Significant Subsidiary or its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any of them (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any of the Borrower or any Significant Subsidiary its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation by Borrower or its Subsidiaries of, or could give rise to liability of Borrower or its Subsidiaries under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received any notice of, or is otherwise aware of of, any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business presently or formerly operated by the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of by or on behalf of the Borrower or its Subsidiaries from the Properties or otherwise in connection with the Business, in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored stored, or disposed of of, or have otherwise come to be located at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at at, to, on, under or from the Properties, Properties or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability of Borrower or its Subsidiaries under Environmental Laws; (f) the Borrower, its Subsidiaries, the Business, the Properties and all operations at the Properties are in compliance, compliance and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has of its Subsidiaries has, by contract or by operation of law, assumed any liability of any other Person or agreed to indemnify any other person for liability under Environmental Laws.

Environmental Matters. Except as disclosed to matters described in the Exchange Act Documents Schedule 7.1(h) and such other matters which could not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and The properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) now do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to any liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) Neither the Borrower nor any Significant Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) there There has been no release release, or to the best of the Borrower’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesany properties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to any liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents for matters which, either individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectMortgaged Property MAE: (a) the facilities The facilities, Collateral and properties owned, leased or operated by the Borrower and the Significant Credit Parties or any of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;. (b) neither The Properties and all operations of the Borrower nor any Significant Subsidiary has received Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or is aware about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”). (c) Neither the Credit Parties nor their Subsidiaries have received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding with respect to environmental matters or compliance with Environmental Laws with regard to regarding any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does do the Borrower Credit Parties and their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported transported, generated, treated, stored or disposed of from from, on or under the Properties in violation of, or in a manner or to a location that could give rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCredit Parties and their Subsidiaries, threatened, under any Environmental Law to which the Borrower any Credit Party or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;. (f) the Properties The Credit Parties and their Subsidiaries: (i) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations at the Properties are in complianceor for any property owned, leased, or otherwise operated by any of them; (ii) are, and within the period of all applicable statutes of limitation have been, in the last five years been in compliance, compliance with all applicable of their Environmental LawsPermits; and (iii) reasonably believe that: each of their Environmental Permits will be timely renewed and complied with, without material expense; any additional Environmental Permits that may be required of any of them will be timely obtained and there is no contamination atcomplied with, under or about the Properties or violation of without material expense; and compliance with any Environmental Law with respect that is or is expected to the Properties or the Business; and (g) neither the Borrower nor become applicable to any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsthem will be timely attained and maintained, without material expense.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: : (a) the facilities each of Holdings and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern is in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with all applicable Environmental Laws and, with regard respect to any its current operations, has obtained and is in compliance with all permits required of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any it under Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) and there are no judicial proceeding or governmental or administrative action is proceedings pending or, to the knowledge of Holdings or the BorrowerBorrowers, threatenedthreatened to revoke or rescind any such permit; (b) there are no claims, proceedings, investigations or notices of violation pending or, to the knowledge of Holdings or the Borrowers, threatened against Holdings or any of its Subsidiaries under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as Law; (c) no Lien, other than a party with respect Permitted Lien, has been recorded or, to the Properties knowledge of Holdings or the BusinessBorrowers, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding threatened under any Environmental Law with respect to the Properties any Real Property currently owned by Holdings or the Business; any of its Subsidiaries; (d) neither Holdings nor any of its Subsidiaries has contracted to assume or accept responsibility for any liability of any non-affiliated Person under any Environmental Law; and (e) there has been are no release facts, circumstances, conditions or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law occurrences with respect to the Properties past or the Business; and (g) neither the Borrower nor present business or operations of Holdings, any Significant Subsidiary has assumed of its Subsidiaries or any of their respective predecessors, or any Real Property or facility at any time owned, leased or operated by Holdings, any of its Subsidiaries or any of their respective predecessors, that could be reasonably expected to give rise to any claim, proceeding, investigation, action or liability of or against Holdings or any other Person of its Subsidiaries under any Environmental LawsLaw.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and The properties owned, leased or operated by the Borrower and the Significant their Subsidiaries (the “Properties”) do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) To the knowledge of the Borrowers, each of their Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and for the past three (3) years have been in compliance, with all applicable Environmental Laws; (iii) To the knowledge of the Borrowers, there is no contamination at, under or migrating from properties owned, leased or operated by the Borrowers, or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iv) Within the last three (3) years, neither the Borrower Borrowers nor any Significant Subsidiary of their Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does do the Borrower Borrowers or any Subsidiaries thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (cv) To the knowledge of the Borrowers, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrowers and their Subsidiaries in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental LawLaws; (dvi) Within the last three (3) years, no judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerBorrowers, threatened, under any Environmental Law to which the Borrower Borrowers or any Significant Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrowers, any Subsidiaries or the Business;such properties or such operations that could reasonably be expected to have a Material Adverse Effect; and (evii) Within the last three (3) years, there has been no release release, or to the best of the Borrowers’ knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by the PropertiesBorrowers or their Subsidiaries, now or arising from or related to in the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and Laws that could reasonably be expected to have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsa Material Adverse Effect.

Environmental Matters. Except as disclosed (i) To the knowledge of the Borrower, the properties owned, leased or operated by the Borrower and its Subsidiaries now or in the Exchange Act Documents past do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or asconcentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could reasonably be expected to give rise to liability under applicable Environmental Laws; (ii) The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, except where the aggregate, could failure to be in compliance would not reasonably be expected to have a Material Adverse Effect: (a) , and, to the facilities and knowledge of the Borrower, there is no contamination at, under or about such properties owned, leased or operated by such operations which could interfere with the Borrower and continued operation of such properties or impair the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Lawfair saleable value thereof; (biii) neither Neither the Borrower nor any Significant Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) To the knowledge of the Borrower, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business;such properties or operations; and (evi) To the Borrower's knowledge, there has been no release release, or threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) to the best knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) to the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) to the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Borrower and the Significant Company or any of its Subsidiaries (the “"Real Properties”") do not contain, --------------- and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;, except in either case insofar as such violation or liability, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (b) neither The Real Properties and all operations at the Borrower Real Properties are in material compliance, and have in the last five years been in material compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Real Properties or violation of any Environmental Law with respect to the Real Properties or the business operated by the Company or any of its Subsidiaries (the "Business") which -------- could materially interfere with the continued operation of the Real Properties or materially impair the fair saleable value thereof. Neither the Company nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws. (c) Neither the Company nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Company or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported , except insofar as such notice or disposed of from the Properties in violation ofthreatened notice, or in any aggregation thereof, does not involve a manner matter or to a location matters that could give rise reasonably be expected to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have result in the last five years been in compliance, with all applicable payment of a Material Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsAmount.

Environmental Matters. (i) Except as disclosed described in Section 3.3(r) of its Disclosure Letter, it and each of its Subsidiaries are in material compliance with all Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Neither it nor any of its Subsidiaries has received written notice of pending, and has no Knowledge of any threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that is reasonably likely to result in the Exchange Act Documents imposition of, any material liability arising under any Environmental Laws upon (A) it or assuch Subsidiary, (B) any person or entity whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of law, (C) any real or personal property owned or leased by it or any Subsidiary, or any real or personal property which it or any Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation management of, or (D) any real or personal property in which it or a Subsidiary holds a security interest securing a loan recorded on the books of it or such Subsidiary. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any such liability. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could give rise to liability under, reasonably form the basis of any Environmental Law; (b) neither Claim or other claim or action or governmental investigation that could result in the Borrower nor any Significant Subsidiary has received or is aware imposition of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, arising under any Environmental Law to which the Borrower Laws against it or any Significant Subsidiary is of its Subsidiaries or will be named as a party with respect to the Properties against any person or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under entity whose liability for any Environmental Law with respect to the Properties Claim it or the Business;any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (eiv) there has been no release or threat For purposes of release of Materials of Environmental Concern at or from this Agreement, the Properties, or arising from or related to following terms shall have the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. (a) Except as disclosed otherwise set forth in the Exchange Act Documents Schedule 4.20 hereto or except as, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (collectively, the “Properties”) do not contain, and and, to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would give rise to liability under, any Environmental Law; (bii) neither the Borrower nor any Significant Subsidiary no Loan Party has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries such Loan Party (the “Business”), nor does the Borrower have knowledge or reason to believe that any such written notice will be received or is being threatened; (ciii) to the knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could would give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would give rise to liability under, any applicable Environmental Law; (div) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Significant Subsidiary Loan Party is or will is expected to be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;; 77 Sunshine (Northeast) – Credit Agreement (ev) to the knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Loan Party in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws; (fvi) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or in violation of any Environmental Law with respect or that would reasonably be expected to the Properties give rise to liability of any Loan Party under any applicable Environmental Laws or the Businessotherwise result in costs to any Loan Party; and (gvii) neither the Borrower nor any Significant Subsidiary no Loan Party has assumed pursuant to a written contract or otherwise any liability of any other Person (other than a Loan Party) under Environmental Laws. (b) For purposes of Section 8(b) of this Agreement, each of the representations and warranties contained in clauses (a)(i), (a)(iii) and (a)(v) of this Section 4.20 that are qualified in any way by the knowledge of the Borrower shall be deemed not to be so qualified.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The Companies, the facilities Transferred Sub and properties ownedSeller are and have at all times been in full compliance with all Environmental Laws (as defined herein) governing the Companies' and the Transferred Sub's businesses, leased or operated operations, properties, assets and the Leased Premises, including, without limitation: (i) all requirements relating to the Discharge and Handling of Hazardous Substances (each, as defined herein); (ii) all requirements relating to notice, record keeping and reporting; (iii) all requirements relating to obtaining and maintaining Licenses (as defined herein) for the use by the Borrower Companies and the Significant Subsidiaries Transferred Sub of the Leased Premises; and (the “Properties”iv) do not containall applicable writs, and have not previously containedorders, any Materials of Environmental Concern in amounts judgments, injunctions, governmental communications, decrees, informational requests or concentrations or under circumstances that constitute or constituted a violation ofdemands issued pursuant to, or could give rise to liability arising under, any Environmental Law;Laws. (b) neither the Borrower nor any Significant Subsidiary has received There are no (and there is no basis for any) non-compliance orders, warning letters or is aware notices of violation (collectively "Notices"), claims, suits, actions, judgments, penalties, fines, or administrative or judicial investigations of any notice of violation, alleged violation, non-compliance, liability nature or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries proceedings (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (ccollectively "Proceedings") Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerCompanies or Seller, threatenedthreatened against or involving the Companies, under the Transferred Sub or their businesses, operations, properties or assets (including the Leased Premises) issued by any Environmental Law to which the Borrower Governmental Authority or any Significant Subsidiary is or will be named as a third party with respect to any Environmental Laws or Licenses issued to the Properties Companies or the BusinessTransferred Sub thereunder in connection with, related to or arising out of the use by the Companies or the Transferred Sub of the Leased Premises, which have not been resolved to the satisfaction of the issuing Governmental Authority or third party in a manner that would not impose any material obligation, burden or continuing liability on Purchaser or the Companies in the event that the transactions contemplated by this Agreement are consummated. (c) None of the Companies, the Transferred Sub or Seller (or their respective Affiliates) have at any time Discharged, nor are have they at any time allowed or arranged for any third party to Discharge, Hazardous Substances to, at or upon: (i) any location other than a site lawfully permitted to receive such Hazardous Substances; (ii) any parcel of real property owned, used or leased at any time by the Companies or the Transferred Sub (including, without limitation, the Leased Premises), except in compliance with applicable Environmental Laws; or (iii) any site which, pursuant to CERCLA or any similar Canadian or state law, has been placed on the National Priorities List or its Canadian or state equivalent, or as to which the Environmental Protection Agency, Environment Canada or any relevant Canadian or state agency has notified the Companies, the Transferred Sub or Seller that it has proposed or is proposing to place on the National Priorities List or its Canadian or state equivalent. There has not occurred, nor is there presently occurring, a Discharge, or threatened Discharge, of any consent decrees Hazardous Substance on, into or directly beneath the surface of any real property owned or leased at any time by the Companies or the Transferred Sub, including, without limitation, the Leased Premises. There has been no Discharge from or rupture of any Aboveground Storage Tanks or Underground Storage Tanks. (d) Schedule 3.14(d) identifies (i) all environmental audits, assessments or occupational health studies undertaken during the prior five (5) years by any Governmental Authority, the Companies, the Transferred Sub or Seller or their respective Affiliates or their respective agents or representatives, or any third party, relating to or affecting the Leased Premises; (ii) all ground, water, soil, air or asbestos monitoring undertaken by the Companies, the Transferred Sub or Seller or their respective agents or representatives or undertaken by any Governmental Authority or any third party, relating to or affecting the real property owned or leased at any time by the Companies or the Transferred Sub, including the Leased Premises; (iii) all written communications between the Companies, the Transferred Sub or Seller, on the one hand, and any Governmental Authority, on the other hand, arising under or relative to Environmental Laws, including, but not limited to, all Notices issued to the Companies, the Transferred Sub or Seller (or their respective Affiliates) and pertaining to the Leased Premises; and (iv) all outstanding citations issued under OSHA or its Canadian equivalent, or similar United States or Canadian federal, state, provincial, local or foreign statutes, laws, ordinances, codes, rules, regulations, orders, rulings or decrees, consent ordersrelating to or affecting the Companies, administrative orders the Transferred Sub or other orders, any real property owned or other administrative or judicial requirements outstanding under leased at any Environmental Law with respect to time by the Properties Companies or the Business;Transferred Sub, including, without limitation, the Leased Premises. (e) there has been no release or threat For purposes of release of Materials of Environmental Concern at or from this Section, the Propertiesfollowing terms shall have the meanings ascribed to them below: "Aboveground Storage Tank" shall have the meaning ascribed to such term in RCRA, or arising from any applicable Canadian, state, provincial or related to the operations of the Borrower local statute, law, ordinance, code, rule, regulation, order ruling, or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsdecree governing Aboveground Storage Tanks.

Environmental Matters. Except as disclosed to matters described in the Exchange Act Documents Schedule 7.1(h) which could not, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and The properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) now do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a material violation of, of applicable Environmental Laws or (B) could give rise to any material liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in material compliance, and have been in material compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) Neither the Borrower nor any Significant Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) there There has been no release release, or to the best of the Borrower's knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesany properties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to any material liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. ANCX represents and warrants to UBSH that: (i) It and each of its Subsidiaries are in compliance, in all material respects, with all applicable Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Except as disclosed in the Exchange Act Documents has not had or as, in the aggregate, could would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ANCX, neither it nor any of its Subsidiaries has received written notice of pending, and has no Knowledge of any threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that is reasonably likely to result in the imposition of, any material liability arising under any Environmental Laws upon (A) it or such Subsidiary, (B) any Person whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of Law, (C) any real or personal property owned or leased by it or any Subsidiary, or any real or personal property which it or any Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the management of, or (D) any real or personal property in which it or a Subsidiary holds a security interest securing a Loan recorded on the books of it or such Subsidiary. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, Governmental Authority, regulatory agency or third party imposing any such liability, in each case, that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ANCX. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim or other claim or action or governmental investigation that could result in the imposition of any liability arising under any Environmental Laws against it or any of its Subsidiaries or against any Person whose liability for any Environmental Claim it or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of Law that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:. (aiv) For purposes of this Agreement, the facilities and properties owned, leased or operated by following terms shall have the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. (i) Except as disclosed described in Section 3.3(q) of its Disclosure Letter, it and each of its Subsidiaries are in material compliance with all Environmental Laws (as defined herein). Neither it nor any of its Subsidiaries has received any written communication alleging that it or such Subsidiary is not in such material compliance, and there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Neither it nor any of its Subsidiaries has received written notice of pending, and has no Knowledge of any threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that is reasonably likely to result in the Exchange Act Documents imposition of, any material liability arising under any Environmental Laws upon (A) it or assuch Subsidiary, (B) any person or entity whose liability for any Environmental Claim it or any Subsidiary has or may have retained either contractually or by operation of law, (C) any real or personal property owned or leased by it or any Subsidiary, or any real or personal property which it or any Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation management of, or (D) any real or personal property in which it or a Subsidiary holds a security interest securing a loan recorded on the books of it or such Subsidiary. Neither it nor any of its Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any such liability. (iii) There are no past or present actions, activities, circumstances, conditions, events or incidents that could give rise to liability under, reasonably form the basis of any Environmental Law; (b) neither Claim or other claim or action or governmental investigation that could result in the Borrower nor any Significant Subsidiary has received or is aware imposition of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, arising under any Environmental Law to which the Borrower Laws against it or any Significant Subsidiary is of its Subsidiaries or will be named as a party with respect to the Properties against any person or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under entity whose liability for any Environmental Law with respect to the Properties Claim it or the Business;any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (eiv) there has been no release or threat For purposes of release of Materials of Environmental Concern at or from this Agreement, the Properties, or arising from or related to following terms shall have the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following meanings:

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, operated or leased or operated by the Borrower and the Significant Subsidiaries or any Restricted Subsidiary (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Restricted Subsidiary has received or is aware of any written notice of violation, nor has knowledge of any alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)or any Restricted Subsidiary, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties by the Borrower or any Restricted Subsidiary or, to the Borrower's knowledge, by any other person in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability of the Borrower or any Restricted Subsidiary under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of by the Borrower or any Restricted Subsidiary or, to the Borrower's knowledge, by any other person at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability of the Borrower or any Restricted Subsidiary under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Restricted Subsidiary is or or, to the Borrower’s knowledge, will be named as a party with respect to the Properties or the Businessbusiness operated by the Borrower or any Restricted Subsidiary, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersorders to which the Borrower or any Restricted Subsidiary is a party, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessbusiness operated by the Borrower or any Restricted Subsidiary; (e) there has been no release or threat of release of Materials of Environmental Concern by the Borrower or any Restricted Subsidiary or, to Borrower’s knowledge, by any other person at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Restricted Subsidiary in connection with the Properties or otherwise in connection with the Businessbusiness operated by the Borrower or any Restricted Subsidiary, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability of the Borrower or any Restricted Subsidiary under Environmental Laws; (f) each of the Borrower and each Restricted Subsidiary, in respect of the Properties and all operations at the Properties are in complianceProperties, is, and have in for the last five (5) years been has been, in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Restricted Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, to matters that could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: : (ai) the facilities and properties ownedno written notice, leased request for information, claim, demand, order or operated complaint has been received by the Borrower and the Significant Subsidiaries (the “Properties”) do not containor any Subsidiary, and have not previously containedthere are no judicial, any Materials of Environmental Concern in amounts administrative or concentrations other actions, suits or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is proceedings pending or, to the knowledge Borrower’s knowledge, threatened which allege a violation of the Borrower, threatened, or liability under any Environmental Law Laws, in each case relating to the Borrower or any Subsidiary, (ii) the Borrower and each Subsidiary has all authorizations and permits necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, in, or under any property currently or, the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any Subsidiary that could reasonably be expected to give rise to any liability or obligation of the Borrower or any Subsidiary under any Environmental Laws, and no Hazardous Material has been generated, owned or controlled or has been transported to or released at any location by the Borrower or any Subsidiary in a manner that would reasonably be expected to give rise to any liability or obligation of the Borrower or any Subsidiary under any Environmental Laws, and (iv) there are no acquisition agreements in which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental LawsLaws which, in any such case, has not been made available to the Administrative Agent prior to the Original Effective Date.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: Effect on Parent and its Subsidiaries taken as a whole or as set forth in Section 4.17 of the Parent Disclosure Letter: (ai) the facilities Parent and properties owned, leased or operated by the Borrower and the Significant each of its Subsidiaries (the “Properties”) do not containare in compliance with all applicable Environmental Laws, and have not previously contained, any possess and are in compliance with all applicable Environmental Permits currently required under such Environmental Laws to operate as they presently operate; (ii) there are no Materials of Environmental Concern in amounts at any property owned or concentrations operated by Parent or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)its Subsidiaries, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending orand, to the knowledge of the BorrowerParent, threatened, no Materials of Environmental Concern were present under any Environmental Law to which the Borrower property formerly owned or operated by or from Parent or any Significant Subsidiary of its Subsidiaries during the period of time any such property was owned or operated by or from Parent or any of its Subsidiaries; (iii) in the past three (3) years, neither Parent nor any of its Subsidiaries has received any written notification alleging that it is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersliable for, or other administrative any request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or judicial requirements outstanding under similar state statute concerning, any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or from request for information, to the Propertiesextent such matter has been resolved with the appropriate foreign, federal, state or local regulatory authority or otherwise; and (iv) in the past three (3) years, neither Parent nor any of its Subsidiaries has received any written claim or complaint, or arising from or related is presently subject to any Environmental Action, and, to the operations knowledge of the Borrower Parent, (x) no Environmental Action has been threatened in writing and (y) there are no facts, circumstances, or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner conditions that could reasonably be expected to give rise to liability under an Environmental Laws;Action. To the knowledge of Parent, Parent has made available to the Company on the Datasite true copies of material documentation in its possession related to items identified on Section 4.17 of the Parent Disclosure Letter. (fb) Notwithstanding any other representations and warranties in this Agreement, the Properties representations and all operations at warranties in this Section 4.17 are the Properties are only representations and warranties in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law this Agreement made by Parent with respect to the Properties Environmental Laws or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability Materials of any other Person under Environmental LawsConcern.

Environmental Matters. Except as disclosed in the Exchange Act Documents could not reasonably be expected, individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:, (ai) the facilities and properties owned, leased or operated by the Parent Borrower and its Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) the Parent Borrower, each of its Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) neither the Parent Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters Environmental Claims, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Parent Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Parent Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws; (dv) no judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Parent Borrower, threatened, under any Environmental Law to which the Parent Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Parent Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) there has been no release release, or to the Parent Borrower’s knowledge after due inquiry, threat of release release, of Hazardous Materials of Environmental Concern at or from properties owned, leased or operated by the Properties, or arising from or related to the operations of the Parent Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could --------------------- would not reasonably be expected to have a Material Adverse Effect: (a) to the best knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant or any of its Subsidiaries (the “"Business”"), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) to the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) to the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and The properties owned, leased or operated by the Borrower and its Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past do not contain, and to their knowledge, have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) neither The Borrower, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof, except for any such noncompliance or contamination that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) Neither the Borrower nor any Significant Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawLaws, except where such violation or liability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business;such properties or such operations; and (evi) there There has been no release release, or to the best of the Borrower’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in for exceptions to the Exchange Act Documents following which, either individually or as, in the aggregate, could not be reasonably be expected to have result in a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Borrower and the Significant Credit Parties or any of their Subsidiaries (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;. (b) neither The Properties and all operations of the Borrower Credit Parties and their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”). (c) No Credit Party nor any Significant Subsidiary thereof has received any written or is aware of any actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower any Credit Party nor any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Credit Party or any Subsidiary thereof, threatened, under any Environmental Law to which the Borrower or any Significant other Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;. (ef) there There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant other Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not --------------------- reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not contain, and ---------- have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant or any of its Subsidiaries (the “"Business”"), nor does the Borrower have knowledge or reason to believe that -------- any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of by Borrower from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties by Borrower are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise reasonably be expected to create liability under, any applicable Environmental LawLaw in effect as of the date this representation is made or deemed made; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with under any applicable Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise reasonably be expected to create liability under, any applicable Environmental LawLaw in effect as of the date this representation is made or deemed made, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise reasonably be expected to create liability under, any applicable Environmental LawLaw in effect as of the date this representation is made or deemed made; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any applicable Environmental Law to which the Borrower or any Significant Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, ; nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, orders or other administrative or judicial requirements outstanding under under, any applicable Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties or otherwise in connection with the BusinessBusiness in violation, in violation of or in amounts or in a manner that could give rise reasonably be expected to create liability under any applicable Environmental Laws;Law in effect as of the date this representation is made or deemed made; and (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or in violation of any applicable Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not contain, and and, to the knowledge of the Borrower to the extent not owned, leased or operated during the past five years, have not previously containedcontained during the past five years, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) the Properties and all operations at the Properties are in compliance, and, to the knowledge of the Borrower to the extent not owned, leased or operated during the past five years, have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the "Business") which could interfere with the continued operation of the Properties or impair the fair saleable value thereof; (c) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have any knowledge or reason to believe that any such notice will be received or is being threatened; (cd) the Borrower has not transported or disposed of Materials of Environmental Concern nor, to the Borrower's knowledge, have not Materials of Environmental Concern been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability to the Borrower or any Subsidiary under, any Environmental Law, nor have has the Borrower generated any Materials of Environmental Concern nor, to the Borrower's knowledge, have Materials of Environmental Concerns been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability to the Borrower or any Subsidiary under, any applicable Environmental Law; (de) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to the Properties or the Business;; and (ef) the Borrower has not released, nor, to the Borrower's knowledge, has there has been no any release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as disclosed in of the Exchange Act Documents or asEffective Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the facilities and properties ownedbest knowledge of the Borrower, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental Law;Laws. (b) neither To the best knowledge of the Borrower, the Properties and all operations at the Properties are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties, or violation of any Environmental Law with respect to the Properties. (c) Neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Properties, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably give rise to liability under, any Environmental LawLaws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Laws. (de) no No judicial proceeding or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or or, to the knowledge of the Borrower, will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Properties. (ef) To the best knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and or any of the Significant Restricted Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of the Restricted Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and or any of the Significant Restricted Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action Environmental Claim is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary of the Restricted Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary of the Restricted Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Borrower, each Restricted Subsidiary, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (ai) the facilities and properties ownedno written notice, leased demand, request for information, citation, summons or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containorder has been received, no penalty has been assessed, no judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator is outstanding, and have not previously containedno action, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofsuit, or could give rise proceeding or, to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any knowledge of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Company, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action investigation is pending or, to the knowledge of the BorrowerCompany, threatened, threatened by any Governmental Entity or any other Person regarding or alleging any violation of or noncompliance with any Environmental Law by the Company or any of its Subsidiaries or liability under any Environmental Law to which of the Borrower Company or any Significant Subsidiary is of its Subsidiaries; (ii) there are no conditions, facts or will circumstances existing or at any property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that would reasonably be named as a party expected to prevent or interfere with respect compliance with Environmental Laws or give rise to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding liability under any Environmental Law with respect to in the Properties or the Businessfuture; (eiii) the Company and its Subsidiaries currently are, and to the knowledge of the Company have been, in compliance with all applicable Environmental Laws in effect and have all Environmental Permits necessary for the ownership, lease and operation of their properties and assets and for the conduct of their businesses as currently conducted; (iv) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other Person has treated, stored or disposed of any Hazardous Materials at, on or beneath any property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries except in compliance with Environmental Laws; and (v) there has been no release Release or threat threatened Release of release of any Hazardous Materials of Environmental Concern at at, under, onto or from the Propertiesany property currently owned, leased or operated, or arising from or related to the operations knowledge of the Borrower Company, formerly owned, leased or operated, by the Company or any Significant Subsidiary in connection with of its Subsidiaries or, to the Properties knowledge of the Company, any other location, including any location at which any Hazardous Materials used or generated by the Company or any of its Subsidiaries have been stored, treated or disposed. (b) The Company has delivered, or caused to be delivered, to Merger Sub true and complete copies of all environmental reports and studies of which the Company has knowledge or were conducted by, at the expense of or otherwise in connection with the Business, in violation on behalf of or are in amounts the possession of the Company or in a manner that could give rise to liability under Environmental Laws;any of its Subsidiaries. (fc) To the Properties and all operations at knowledge of the Properties are in complianceCompany, and have in no underground storage tanks or surface impoundments exist on any property currently or formerly owned by the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under Company or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; andits Subsidiaries. (gd) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.As used herein,

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities Real Properties, and such other amusement parks, attractions or real properties ownedoperated solely by Parent or its Subsidiaries, leased or operated by in respect of which Parent or any of its Subsidiaries would be liable as an owner, operator or other occupant under any Environmental Law (collectively, together with the Borrower and the Significant Subsidiaries (Real Properties, the “Operated Properties”) ), do not contain, and and, to their knowledge, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower Parent nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, violation or alleged violationviolation (which has not been remediated and finally settled in accordance with Environmental Law) of, non-compliancecompliance with, or its respective liability or potential liability regarding environmental matters or compliance with under, Environmental Laws with regard to any of the Operated Properties or the business operated by the Borrower and the Significant Parent or any of its Subsidiaries (the “Business”), nor does Parent or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Operated Properties by or on behalf of Parent, Borrower or their Subsidiaries in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Operated Properties in violation of, or in a manner that could give rise to liability to Parent, the Borrower or any Subsidiary under, any applicable Environmental Law which have not been remediated and finally settled in accordance with Environmental Law; (d) no judicial proceeding or governmental or administrative action Environmental Claim is pending or, to the knowledge of Parent and the Borrower, threatened, under any Environmental Law to which the Borrower Parent or any Significant Subsidiary is or will would reasonably be expected to be named as a party with respect to the Operated Properties or the Business, nor are there has Parent or any Subsidiary received written notice of any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements of any Governmental Authority outstanding under any Environmental Law with respect to the Operated Properties or the Business; (e) there has been no release Release or threat of release threatened Release of Materials of Environmental Concern at or from the Properties, Operated Properties or arising from or related to the operations of the Borrower Parent or any Significant Subsidiary in connection with the Operated Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental LawsLaws which have not been remediated and finally settled in accordance with Environmental Law; (f) the Operated Properties and all operations at the Properties Business are in compliance, and have in during the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Operated Properties or nor any violation of any Environmental Law with respect to the Operated Properties or the Business; and (g) neither the Borrower Parent nor any Significant Subsidiary has assumed or retained any liability of any other Person under Environmental LawsLaws (other than assumptions by operation of law in connection with Acquisitions or with the acquisition of any Real Properties).

Environmental Matters. Except As of the date of this Agreement and as disclosed in of the Exchange Act Documents or as, in Purchase Date for the aggregate, could not reasonably be expected to have a Material Adverse Effectpurchase of any Purchased Assets hereunder: (ai) To the facilities best knowledge of Seller, no properties owned or leased by Seller and no properties ownedformerly owned or leased by Seller, leased its predecessors, or operated by the Borrower and the Significant Subsidiaries any former subsidiaries or predecessors thereof (the “"Properties”) do not "), contain, and or have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or reasonably could be expected to give rise to liability under, any Environmental LawLaws; (bii) neither To the Borrower nor best knowledge of Seller, Seller is in compliance with all applicable Environmental Laws, and there is no violation of any Significant Subsidiary Environmental Laws which reasonably would be expected to interfere with the continued operations of Seller; (iii) Seller has not received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with under any Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Law, nor does the Borrower Seller have any actual knowledge or reason to believe that any such notice will be received or is being threatened; (civ) To the best knowledge of Seller, Materials of Environmental Concern have not been transported or disposed of from the Properties by Seller in violation of, or in a manner or to a location that could which reasonably would be expected to give rise to liability under, any applicable Environmental Law, nor have any Materials of Environmental Concern been has Seller generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably would be expected to give rise to liability under, any applicable Environmental Law; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerSeller, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Seller is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements arising out of judicial proceedings or governmental or administrative actions, outstanding under any Environmental Law with respect to the Properties or the Businesswhich Seller is a party; (evi) To the best knowledge of Seller, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably would be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Businessfor which Seller may become liable; and (gvii) neither to the Borrower nor any Significant Subsidiary has assumed any liability best knowledge of any other Person under Environmental LawsSeller, each of the representations and warranties set forth in the preceding clauses (i) through (vi) is true and correct with respect to each parcel of real property owned or operated by Seller.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant or any of its Subsidiaries (the “"Business”"), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in To the Exchange Act Documents Knowledge of Kingfish, Kingfish and its current or aspreviously owned or operated Participation Facilities and Loan Properties are, and have been, in the aggregatecompliance in all material respects with all applicable Environmental Laws, could except for violations which are not reasonably be expected likely to have a Material Adverse Effect: (a) Effect on Kingfish. To the facilities and properties ownedKnowledge of Kingfish, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containthere is no suit, and have not previously containedclaim, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation ofaction, or could give rise to liability underproceeding pending or threatened before any Governmental Entity, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability other forum in which Kingfish or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the its Loan Properties or the business operated Participation Facilities has been or, with respect to threatened proceedings may be named as a defendant or a potentially responsible party (i) for alleged noncompliance (including by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (cpredecessor) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, with any Environmental Law, nor have or (ii) relating to the release into the environment of any Materials of Environmental Concern been generatedHazardous Material, treated, stored whether or disposed of not occurring at, on on, under, or under involving a site owned, leased, or operated by Kingfish, or any of its Loan Properties or Participation Facilities, except for such proceedings pending or threatened that are not reasonably likely to have a Material Adverse Effect on Kingfish. To the Properties in violation ofknowledge of Kingfish, no notice, notification, demand, request for information, citation, summons, or in a manner that could give rise order has been received, to liability underthe Knowledge of Kingfish, any applicable Environmental Law; (d) no judicial proceeding complaint has been filed, no penalty has been assessed, and to the Knowledge of Kingfish no investigation or governmental or administrative action review is pending or, to the knowledge Knowledge of Kingfish, is threatened by any Governmental Entity or other person relating to or arising out of any Environmental Law. To the Knowledge of Kingfish, there is no reasonable basis for any suit, claim, action, or proceeding of the Borrowertype as described in Section 6(g) of this Agreement, threatenedexcept as would not have a Material Adverse Effect on Kingfish. To the Knowledge of Kingfish, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release of Hazardous Material in, on, under, or threat affecting any current or previously owned or leased real property of release t Kingfish or any of Materials of Environmental Concern at its Participation Facilities or from the any Loan Properties, except where such release does not or arising from or related is not reasonably likely to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Businesshave, in violation of or in amounts or in the aggregate, a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsMaterial Adverse Effect on Kingfish.

Environmental Matters. Except as disclosed (a) Each Credit Party and each of their Subsidiaries are and have been in compliance with all applicable Environmental Laws, except to the Exchange Act Documents extent that any such failure to comply (together with any resulting penalties, fines or as, in the aggregate, could forfeitures) would not reasonably be expected to have a Material Adverse Effect: (a) . All licenses, permits, registrations or approvals required for the facilities conduct of the business of each Credit Party and properties each of their Subsidiaries under any Environmental Law have been secured and each Credit Party and each of their Subsidiaries is and has been in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith would not reasonably be expected to have a Material Adverse Effect. No Credit Party nor any of their respective Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, in breach of, in default or liable under any applicable writ, order, judgment, injunction, or decree to which such Credit Party or such Subsidiary is a party or that would affect the ability of such Credit Party or such Subsidiary to operate any of their respective Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of, default or liability thereunder, except in each such case, such noncompliance, breaches, defaults or liabilities as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the knowledge of any Credit Party, threatened wherein an unfavorable decision ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property now or at any time owned, leased or operated by the Borrower and Credit Parties or their Subsidiaries or on any property adjacent to any such Real Property, that are known by the Significant Credit Parties or as to which any Credit Party or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an Environmental Claim against any Credit Party or any of their Subsidiaries or any Real Property of a Credit Party or any of their Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the “Properties”) do not containownership, and have not previously containedoccupancy, any Materials use or transferability of Environmental Concern in amounts or concentrations or such Real Property under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;, except in each such case of clauses (i) and (ii), such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) neither Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower nor Credit Parties or any Significant Subsidiary has received of their Subsidiaries or (ii) released on or about any such Real Property, in each case where such occurrence or event is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or not in compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and Laws that would reasonably be expected to have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsa Material Adverse Effect.

Environmental Matters. Except As of the date of this Agreement and as disclosed in of the Exchange Act Documents or as, in Purchase Date for the aggregate, could not reasonably be expected to have a Material Adverse Effectpurchase of any Purchased Assets hereunder: (ai) To the facilities best knowledge of Seller, no properties owned or leased by Seller and no properties ownedformerly owned or leased by Seller, leased its predecessors, or operated by the Borrower and the Significant Subsidiaries any former subsidiaries or predecessors thereof (the “Properties”) do not ), contain, and or have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or reasonably could be expected to give rise to liability under, any Environmental LawLaws; (bii) neither To the Borrower nor best knowledge of Seller, Seller is in compliance with all applicable Environmental Laws, and there is no violation of any Significant Subsidiary Environmental Laws which reasonably would be expected to interfere with the continued operations of Seller; (iii) Seller has not received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with under any Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Law, nor does the Borrower Seller have any actual knowledge or reason to believe that any such notice will be received or is being threatened; (civ) To the best knowledge of Seller, Materials of Environmental Concern have not been transported or disposed of from the Properties by Seller in violation of, or in a manner or to a location that could which reasonably would be expected to give rise to liability under, any applicable Environmental Law, nor have any Materials of Environmental Concern been has Seller generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably would be expected to give rise to liability under, any applicable Environmental Law; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the BorrowerSeller, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Seller is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements arising out of judicial proceedings or governmental or administrative actions, outstanding under any Environmental Law with respect to the Properties or the Businesswhich Seller is a party; (evi) To the best knowledge of Seller, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably would be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Businessfor which Seller may become liable; and (gvii) neither to the Borrower nor any Significant Subsidiary has assumed any liability best knowledge of any other Person under Environmental LawsSeller, each of the representations and warranties set forth in the preceding clauses (i) through (vi) is true and correct with respect to each parcel of real property owned or operated by Seller.

Environmental Matters. Except as disclosed set forth in the Exchange Act Documents or asSCHEDULE 3.10, which in the aggregate, could not be reasonably be expected to have a Material Adverse Effect: (a) To the best knowledge of the Borrower and the other Credit Parties, the facilities and properties owned, leased or operated by the Borrower and the Significant other Credit Parties or any of their Subsidiaries (the “Properties”"PROPERTIES") do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law;. (b) neither To the best knowledge of the Borrower and the other Credit Parties, the Properties and all operations of the Borrower and the other Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last three years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower and the other Credit Parties or any of their Subsidiaries (the "BUSINESS"). (c) Neither the Borrower nor any Significant Subsidiary of the other Credit Parties has received any written or is aware of any actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower or any of the other Credit Parties nor any of their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of the Borrower and the other Credit Parties, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;. (de) no No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the BorrowerBorrower and the other Credit Parties, threatened, under any Environmental Law to which the Borrower or any Significant other Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;. (ef) To the best knowledge of the Borrower and the other Credit Parties, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant other Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could has not reasonably be expected to have had a Company Material Adverse Effect: : (ai) neither Company’s conduct nor its operation or the facilities and properties conduct or operation of its Subsidiaries nor any condition of any property presently or previously owned, leased or operated by the Borrower and the Significant any of them (including in a fiduciary or agency capacity), violates or has violated Environmental Laws; (ii) there has been no release of any Hazardous Substance by Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, in any Materials of Environmental Concern in amounts manner that has given or concentrations or under circumstances that constitute or constituted a violation of, or could would reasonably be expected to give rise to any remedial obligation, corrective action requirement or liability underunder applicable Environmental Laws; (iii) since December 31, any Environmental Law; (b) 2007, neither the Borrower Company nor any Significant Subsidiary of its Subsidiaries has received any written claims, notices, demand letters or is aware requests for information (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any Governmental Entity or any other Person asserting that Company or any of its Subsidiaries or the operation or condition of any notice of violationproperty ever owned, alleged violationleased, non-compliance, liability operated or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, held as collateral or in a manner fiduciary capacity by any of them are or were in violation of or otherwise are alleged to a location that could give rise to have liability under, under any Environmental Law, nor have including responsibility (or potential responsibility) for the cleanup or other remediation of any Materials of Environmental Concern been generatedpollutants, treatedcontaminants or hazardous or toxic wastes, stored substances or disposed of materials at, on on, beneath or under originating from any of the Properties such property; (iv) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation ofof any applicable Environmental Law, or in a manner that could has given rise to, or that would reasonably be expected to give rise to liability underto, any applicable liability under any Environmental Law; (d) , from any current or former properties or facilities while owned or operated by Company or any of its Subsidiaries or as a result of any operations or activities of Company or any of its Subsidiaries at any location, and no judicial proceeding other condition has existed or governmental event has occurred with respect to Company or administrative action is pending orany of its Subsidiaries or any such properties or facilities that, with notice or the passage of time, or both, would be reasonably likely to result in liability under Environmental Laws, and, to the knowledge of the BorrowerCompany, threatenedHazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in liability to Company or any of its Subsidiaries under any Environmental Law; and (v) neither Company, its Subsidiaries nor any of their respective properties or facilities are subject to, or are, to Company’s knowledge, threatened to become subject to, any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law to which the Borrower or any Significant Subsidiary is agreement relating to environmental liabilities. (b) As used herein, “Environmental Law” means any Law relating to (i) the protection, preservation or will be named as a party with respect restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, including the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act and the Occupational Safety and Health Act; regulations promulgated thereunder, and state counterparts to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsforegoing.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: result in the Company or the Retained Subsidiaries incurring material liabilities under Environmental Laws: (ai) the facilities Company and properties the Retained Subsidiaries comply and have complied with all applicable Environmental Laws, and possess, maintain and comply with, and have possessed, maintained and complied with, all with all applicable Environmental Permits required under such Environmental Laws to operate; (ii) there has been no Release of Materials of Environmental Concern at, under on or from any of the Owned Real Property or the Leased Real Property or, to the knowledge of the Company, any real property formerly owned, leased or operated by the Borrower Company and the Significant Subsidiaries Retained Subsidiaries; (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (biii) neither the Borrower Company nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Retained Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe has received any written notification alleging that any such notice will be received or it is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation ofliable for, or in a manner request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or to a location that could give rise to liability undersimilar state statute concerning, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored Release or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release threatened Release of Materials of Environmental Concern at or from any location except, with respect to any such notification or request for information concerning any such Release or threatened Release, to the Propertiesextent such matter has been resolved with the appropriate Governmental Entity or otherwise; and (iv) neither the Company nor any of the Retained Subsidiaries has received any written claim, notice or complaint, or been subject to any Proceeding, relating to noncompliance with Environmental Laws or any other liabilities or obligations arising from Materials of Environmental Concern or related pursuant to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is to the knowledge of the Company no contamination atsuch Proceeding has been threatened. (b) To the knowledge of the Company, under no condition or about the Properties or violation state of any Environmental Law facts exists with respect to the Properties Company, the Retained Subsidiaries or Spinco, the Owned Real Property or Leased Real Property, or any property currently or previously owned, operated or leased by the Company, the Retained Subsidiaries or Spinco that is reasonably likely to result in liability of the Company or the Business; andRetained Subsidiaries under any applicable Environmental Law or Environmental Permit. (gc) neither The Company has made available to Parent true, correct and complete copies of all material environmental assessments, audits, studies, reports, and analyses with respect to the Borrower nor Owned Real Property, the Leased Real Property or any Significant Subsidiary has assumed real property formerly owned, leased or operated by the Company or the Retained Subsidiaries, and all material correspondence related to any liability of any other Person current or outstanding material liabilities under Environmental LawsLaws to the extent such documentation is in the possession, custody or control of the Company or its Subsidiaries.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities The Buyer and properties owned, leased or operated by the Borrower and the Significant its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, material compliance with all applicable Environmental Laws, and there neither the Buyer nor any such Subsidiary has used, except in material compliance with all Environmental Laws, any property or facility which it owns or leases, or previously owned or leased, to conduct any Environmental Activity, except where such use would not result in a Buyer Material Adverse Effect; (ii) neither the Buyer nor its Subsidiaries, nor, to the knowledge of the Buyer, any of their predecessor companies, have received any notice of any material claim, judicial or administrative proceeding, order or direction, pending, instituted, threatened, concluded or issued against, the Buyer or its Subsidiaries or any of their properties, assets or operations relating to, or alleging any violation of, any Environmental Laws; the Buyer is no contamination atnot aware of any facts which would reasonably be expected to give rise to any such claim, under judicial or about administrative proceeding, order or direction and neither the Properties Buyer nor its Subsidiaries, nor any of their properties, assets or operations is the subject of any investigation, evaluation, audit or review by any Governmental Entity to determine whether any violation of any Environmental Law Laws has occurred or is occurring or whether any remedial action is needed in connection with respect a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Entity; (iii) to the Properties knowledge of the Buyer, there are no liabilities (whether contingent or otherwise) in connection with any Environmental Activity relating to or affecting the BusinessBuyer, its Subsidiaries or their properties, assets or operations, and no liabilities (whether contingent or otherwise) relating to the restoration or rehabilitation of land, water or any other part of the environment, in each case, which would have a Buyer Material Adverse Effect; and (giv) neither there are no environmental audits, evaluations, assessments, studies or tests, relating to the Borrower nor any Significant Subsidiary has assumed any liability Buyer, its Subsidiaries or their properties, assets or operations, except for ongoing assessments conducted by or on behalf of any other Person under Environmental Lawsthe Buyer or its Subsidiaries in the ordinary course.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any written claim, demand, notice of violation, alleged violation, non-compliance, liability or of actual or potential liability regarding environmental matters or compliance with respect to any Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)relating to any Group Member, nor does the Borrower have knowledge or reason to believe that any such claim, demand or notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties by any Group Member or, to the Borrower’s knowledge, by any other person in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of by any Group Member or, to the Borrower’s knowledge, by any other person at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Group Member is or, to the Borrower or any Significant Subsidiary is or Borrower’s knowledge, will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Businessrelating to any Group Member; (e) there has been no release Release or threat of release Release of Materials of Environmental Concern at by any Group Member or, to the Borrower’s knowledge, by any other person at, on, under or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties or otherwise in connection with the Businessotherwise, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except To the best of the Borrowers’ knowledge and belief and except as disclosed to the Lenders in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effectwriting: (ai) the facilities and The properties owned, leased or operated by the Borrower Borrowers and their Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a violation of, of applicable Environmental Laws or (B) could give rise to liability under, any under applicable Environmental LawLaws; (bii) neither The Borrowers, each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws the noncompliance with which would have a Material Adverse Effect, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (iii) Neither any Borrower nor any Significant Subsidiary thereof has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the any Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrowers and their Subsidiaries in violation of, or in a manner or to a location that which could give rise to liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could would give rise to a material liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the any Borrower, threatened, under any Environmental Law to which the any Borrower or any Significant Subsidiary thereof is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties any Borrower, any Subsidiary or the Business;such properties or operations; and (evi) there There has been no release release, or to the best of any Borrower’s knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of the operated by any Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and which would have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsa Material Adverse Effect.

Environmental Matters. (a) Except as disclosed otherwise set forth in the Exchange Act Documents Schedule 4.20 hereto or except as, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (collectively, the “Properties”) do not contain, and and, to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could would give rise to liability under, any Environmental Law; (bii) neither the Borrower nor any Significant Subsidiary no Loan Party has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries such Loan Party (the “Business”), nor does the Borrower have knowledge or reason to believe that any such written notice will be received or is being threatened; (ciii) to the knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could would give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could would give rise to liability under, any applicable Environmental Law; (div) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Significant Subsidiary Loan Party is or will is expected to be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (ev) to the knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Loan Party in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could would give rise to liability under Environmental Laws; (fvi) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or in violation of any Environmental Law with respect or that would reasonably be expected to the Properties give rise to liability of any Loan Party under any applicable Environmental Laws or the Businessotherwise result in costs to any Loan Party; and (gvii) neither the Borrower nor any Significant Subsidiary no Loan Party has assumed pursuant to a written contract or otherwise any liability of any other Person (other than a Loan Party) under Environmental Laws. (b) For purposes of Section 8(b) of this Agreement, each of the representations and warranties contained in clauses (a)(i), (a)(iii) and (a)(v) of this Section 4.20 that are qualified in any way by the knowledge of the Borrower shall be deemed not to be so qualified.

Environmental Matters. Except To the best knowledge of the Borrower, except as may be disclosed on Schedule 3.13 and except to the extent that the aggregate cost of any remediation or other expense to the Borrower as a consequence of the failure of any of the following representations to be true and correct does not exceed $1,000,000, each of the representations and warranties set forth in paragraphs (a) through (e) of this subsection is true and correct with respect to each parcel of real property owned or operated by the Exchange Act Documents or as, in Borrower (the aggregate, could not reasonably be expected to have a Material Adverse Effect:"Properties"): (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, in, on, or under, including, without limitation, the soil and groundwater thereunder, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any which violate Environmental LawLaws; (b) neither the Properties and all operations and facilities at the Properties are in compliance with Environmental Laws in all material respects, and there is no Materials of Environmental Concern contamination or violation of any Environmental Law which would materially interfere with the continued operation of any of the Properties or materially impair the fair saleable value of any thereof; (c) the Borrower nor has not received any Significant Subsidiary has received or is aware of any written complaint, notice of violation, alleged violation, non-compliance, investigation or advisory action or of potential liability or of potential liability responsibility regarding environmental matters a violation of Environmental Law or permit compliance with Environmental Laws with regard to any of the Properties or the business operated by Properties, nor is the Borrower and the Significant Subsidiaries (the “Business”), nor does aware that any Governmental Authority is contemplating delivering to the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenednotice; (cd) Materials of Environmental Concern have not been transported or generated, treated, stored, disposed of from the Properties in violation of, at, on or in a manner or to a location that could give rise to liability under, under any Environmental Lawof the Properties, nor have any Materials of Environmental Concern been generated, treated, stored or disposed transferred from the Properties to any other location except in either case in the ordinary course of at, on or under any business of the Properties Borrower and in violation of, or in a manner that could give rise to liability under, any applicable material compliance with all Environmental Law;Laws; and (de) there are no governmental, administrative actions or judicial proceeding proceedings pending or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, contemplated under any Environmental Law Laws to which the Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat any of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effectset forth on Schedule 5.25: (a) To the knowledge of the Borrowers, the facilities and properties owned, leased or operated by the each Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, any Environmental Law;Law except in either case insofar as such violation or liability, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (b) neither To the knowledge of the Borrowers, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by any Borrower nor or any Significant Subsidiary of its Subsidiaries (the “Business”) which could (i) materially interfere with the continued operation of the Properties or (ii) materially impair the fair saleable value thereof. (c) No Loan Party has received or is aware of any notice of violation, alleged violation, non-non compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “any Business”), nor does the any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;threatened except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that is or are reasonably likely to result in the payment of a Material Environmental Amount. (cd) To the knowledge of the Borrowers, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;Law except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, is not reasonably likely to result in the payment of a Material Environmental Amount. (de) To the knowledge of each Borrower, no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the each Borrower, threatened, under any Environmental Law to which the Borrower any Loan Party or any Significant Subsidiary is or will be named as a party with respect to any of the Properties or the any Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any of the Properties or any Business except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, is not reasonably likely to result in the Business;payment of a Material Environmental Amount. (ef) To the knowledge of each Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from any of the Properties, or arising from or related to the operations of the any Borrower or any Significant Subsidiary in connection with any of the Properties or otherwise in connection with the any Business, in violation of or in amounts or in a manner that could reasonably give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are Laws except insofar as any such violation or liability referred to in compliancethis paragraph, and have or any aggregation thereof, is not reasonably likely to result in the last five years been in compliance, with all applicable payment of a Material Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsAmount.

Environmental Matters. Except as disclosed in the Exchange Act Documents with respect to matters that, individually or as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, none of Holdings, the Borrower or any of the Subsidiaries: (a) has failed to comply with any Environmental Law or to take, in a timely manner, all actions necessary to obtain, maintain, renew and comply with any Environmental Permit, and all such Environmental Permits are in full force and effect and not subject to any administrative or judicial appeal; (b) has become a party to any governmental, administrative or judicial proceeding or possesses knowledge of any such proceeding that has been threatened under Environmental Law; (c) has received written notice of, become subject to, or is aware of any facts or circumstances that could form the basis for, any Environmental Liability other than those which have been fully and finally resolved and for which no obligations remain outstanding; (d) possesses knowledge that any Mortgaged Property (A) is subject to any Lien, restriction on ownership, occupancy, use or transferability imposed pursuant to Environmental Law or (B) contains or previously contained Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in any Environmental Liability; (e) possess knowledge that there has been a Release or threat of Release of Hazardous Materials at or from the Mortgaged Properties (or from any facilities and or other properties formerly owned, leased or operated by Holdings, the Borrower and or any of the Significant Subsidiaries (the “Properties”Subsidiaries) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or in amounts or in a manner that could give rise to liability under, any Environmental Law; (bf) neither has generated, treated, stored, transported, or Released Hazardous Materials from the Mortgaged Properties (or from any facilities or other properties formerly owned, leased or operated by Holdings, the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (cSubsidiaries) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law; (g) is aware of any facts, nor have any Materials circumstances, conditions or occurrences in respect of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation offacilities and properties owned, leased or in a manner operated that could give rise (A) form the basis of any action, suit, claim or other judicial or administrative proceeding relating to liability under, any applicable Environmental Law; (d) no judicial proceeding under or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any noncompliance with Environmental Law to which on the part of Holdings, the Borrower or any Significant Subsidiary is of the Subsidiaries or will be named as a party (B) interfere with respect to the Properties or the Businessprevent continued compliance with Environmental Laws by Holdings, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;Subsidiaries; or (fh) the Properties and all operations at the Properties are in compliancehas pursuant to any order, and have in the last five years been in compliancedecree, with all applicable Environmental Laws, and there judgment or agreement by which it is no contamination at, under bound or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed the Environmental Liability for any liability of any other Person under Environmental LawsPerson.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the The facilities and properties owned, leased or operated by the Borrower and the Significant or any of its Subsidiaries (the “"Properties”") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law;, except in either case insofar as such violation or liability, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (b) neither The Properties and all operations at the Properties are in material compliance, and have in the last five years been in material compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the "Business") which could materially interfere with the continued operation of the Properties taken as a whole or materially impair the fair saleable value of the Properties taken as a whole. Neither the Borrower nor any Significant Subsidiary of its Subsidiaries has assumed any liability of any other Person under Environmental Laws. (c) Neither the Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported , except insofar as such notice or disposed of from the Properties in violation ofthreatened notice, or in any aggregation thereof, does not involve a manner matter or to a location matters that could give rise reasonably be expected to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have result in the last five years been in compliance, with all applicable payment of a Material Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsAmount.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or ason Schedule 4.6, (1) each Seller is, and at all times has been, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containfull compliance with, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties and is not in violation of, of or in a manner or to a location that could give rise to liability liable under, any Environmental Law, (2) neither Seller has any basis to expect, nor have to the Knowledge of each Seller, has either Seller, or any other Person for whose conduct either Seller is or may be held responsible, received any Order, notice, or other communication from (A) any Governmental Body or Person acting in the public interest, or (B) the current or prior owner or operator of the Facility, of any actual or Threatened violation or failure to comply with any Environmental Law, or of any actual or Threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities relating to the Facility. Neither Seller has generated, manufactured, refined, transferred, imported, used, or processed Hazardous Materials from the Facility, nor, to the Knowledge of Environmental Concern been generatedeach Seller, has any other Person for whose conduct either Seller is or may be held responsible, transported, treated, stored stored, handled, transferred, disposed, recycled or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;received Hazardous Materials. (db) Except as set forth on Schedule 4.6, there are no judicial proceeding or governmental or administrative action is pending or, to the knowledge Knowledge of each Seller, Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Environmental, Health, and Safety Liabilities or arising under or pursuant to any Environmental Law, affecting the Facility or any of the BorrowerAcquisition Assets. (c) Except as set forth on Schedule 4.6, threatenedneither Seller has any basis to expect, under nor has either Seller, or to the Knowledge of each Seller, any other Person for whose conduct either Seller is or may be held responsible received, any notice, Order, or other communication that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental Law Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities regarding the Facility or any of the Acquisition Assets or to which the Borrower Hazardous Materials generated, manufactured, refined, transferred, imported, used or processed by either Seller, or any Significant Subsidiary other Person for whose conduct either Seller is or will may be named held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received. (d) Except as a party set forth on Schedule 4.6, neither one of Sellers, nor to the Knowledge of each Seller, any other Person for whose conduct either Seller is or may be held responsible, has any Environmental, Health, and Safety Liabilities related to the Facility or the Acquisition Assets, or at any property geologically or hydrologically adjoining the Facility. (e) Except as set forth on Schedule 4.6, there are no Hazardous Materials present on or in the Environment at the Real Property or, to the Knowledge of each Seller, at any geologically or hydrologically adjoining the Real Property, other part of the Real Property or such adjoining property, or incorporated into any improvement located thereon or in any Personal Property. Neither one of Sellers, nor any other Person for whose conduct either Seller is or may be held responsible, has permitted or conducted, or are aware of, any Hazardous Activity conducted with respect to the Properties Facility or any of the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Acquisition Assets. (ef) Except as set forth on Schedule 4.6, there has been no release Release, or threat to the Knowledge of release each Seller, a Threat of Release, of any Hazardous Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties Facility or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsReal Property.

Environmental Matters. Except (i) as may be disclosed in the Exchange Act Documents on Schedule 5.16, or (ii) as, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant either Credit Party or their respective Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower Credit Parties nor any Significant Subsidiary of their respective Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any of them (the “Business”), nor does either of the Borrower Credit Parties have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowereither Credit Party, threatened, under any Environmental Law to which the Borrower either Credit Party or any Significant Subsidiary their respective Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) do not contain, and have not previously containedcontained (in each case to the knowledge of Holdings and the Borrower with respect to leased Properties), any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties (to the knowledge of Holdings and the Borrower with respect to leased Properties), in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are (to the knowledge of Holdings and the Borrower with respect to leased Properties), in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the business operations of the Company and its subsidiaries have been and are being conducted in the Exchange Act Documents compliance with all limitations, restrictions, standards and requirements established under Environmental Laws, (ii) no facts or as, in the aggregate, circumstances exist that impose or could not reasonably be expected to have a Material Adverse Effect: impose on the Company or any of its subsidiaries an obligation under Environmental Laws to conduct any removal, remediation, or similar response action, or to pay any fines, penalties or other expenses, (aiii) there is no obligation, undertaking or liability arising out of or relating to Environmental Laws that the facilities Company or any of its subsidiaries has agreed to, assumed or retained, by contract or otherwise, or that has been or could reasonably be expected to be imposed on the Company or any of its subsidiaries by any Environmental Law, writ, injunction, decree, order or judgment, and properties (iv) there are no lawsuits, claims or proceedings and no notice, notification, demand, request for information, citations, summons, complaint or order has been received by, or, to the knowledge of the Company or any of its subsidiaries, is threatened or pending against the Company or any of its subsidiaries that arise out of or relate to Environmental Laws. There has been no environmental investigation, study, audit, test, review or other analysis conducted by or on behalf of or in the possession of the Company or any of its subsidiaries that discusses, reveals, or discloses any material liabilities (whether accrued, absolute, contingent or otherwise) in relation to the current or prior business of the Company or any of its subsidiaries or any property or facility now or previously owned, leased or operated by the Borrower and Company or any of its subsidiaries which has not been delivered to Parent at least five days prior to the Significant Subsidiaries (date hereof. Neither the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower Company nor any Significant Subsidiary has received of its subsidiaries owns or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending leases or, to the knowledge of the BorrowerCompany's knowledge, threatened, under has owned or leased any Environmental Law to which the Borrower real property in New Jersey or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsConnecticut.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect and, with respect to Section 3.24(a), (c) and (e) below, to the knowledge of the Borrower: (a) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries or any Subsidiary (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to result in the Borrower incurring liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware has knowledge of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries or any Subsidiary (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened, which could result in the Borrower incurring liability under any Environmental Law; (c) neither the Borrower nor any Subsidiary has transported or disposed of Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to result in the Borrower incurring liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties or any other location in violation of, or in a manner that could give rise to result in the Borrower incurring liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor nor, to the knowledge of the Borrower are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, Properties or any other location arising from or related to the operations of the Borrower or any Significant Subsidiary or in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (gf) neither the Borrower nor any Significant Subsidiary has assumed by contract any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by Holdings, the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law; (b) neither Holdings, the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by Holdings, the Borrower and the Significant or any of its Subsidiaries (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings or the Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings, the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither Holdings, the Borrower nor any Significant Subsidiary of its Subsidiaries has retained or assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could would not reasonably be expected to have a Material Adverse EffectEffect and as set forth on Schedule 5.17: (a) the facilities and properties owned, owned or leased or operated by the Borrower and the Significant Subsidiaries any Group Member (the “Properties”) , which Properties as of the date of this Agreement are set forth on Schedule 5.17(a)), to the best knowledge of such Group Members in the case of leased Properties, do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Group Member in connection with the Properties Properties, any facilities or properties formerly owned, leased or operated by any Group Member or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ai) the facilities and The properties owned, leased or operated by the Borrower and its Subsidiaries now or in the Significant Subsidiaries (the “Properties”) past do not contain, and to their knowledge have not previously contained, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that which (A) constitute or constituted a an unremediated violation of, of applicable Environmental Laws or (B) could give rise to material liability under, any under applicable Environmental LawLaws; (bii) neither To the knowledge of the Borrower and its Subsidiaries, the Borrower, each of its Subsidiaries and such properties and all operations conducted in connection therewith are in compliance, and, at all such times when such properties have been owned or operated by the Borrower or any of its Subsidiaries have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or materially impair the fair saleable value thereof; (iii) Neither the Borrower nor any Significant Subsidiary thereof has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters matters, Hazardous Materials, or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Laws, nor does the Borrower or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened; (civ) To the knowledge of the Borrower and its Subsidiaries, Hazardous Materials of Environmental Concern have not been transported or disposed of to or from the Properties properties owned, leased or operated by the Borrower and its Subsidiaries in violation of, or in a manner or to a location that which could give rise to material liability under, any Environmental LawLaws, nor have any Hazardous Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties such properties in violation of, or in a manner that could give rise to material liability under, any applicable Environmental LawLaws; (dv) no No judicial proceeding proceedings or governmental or administrative action is pending pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary thereof is or will be named as a potentially responsible party with respect to the Properties such properties or the Businessoperations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties Borrower, any Subsidiary or the Business;such properties or such operations that could reasonably be expected to have a Material Adverse Effect; and (evi) there There has been no release release, or to the best of the Borrower's knowledge, threat of release release, of Hazardous Materials of Environmental Concern at or from the Propertiesproperties owned, leased or arising from or related to the operations of operated by the Borrower or any Significant Subsidiary Subsidiary, now or in connection with the Properties or otherwise in connection with the Businesspast, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and Laws that could reasonably be expected to have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Lawsa Material Adverse Effect.

Environmental Matters. Except insofar as disclosed in any exceptions to the Exchange Act Documents following, individually or as, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect: (a) to the facilities and best knowledge of the Borrowers, the properties owned, leased leased, or otherwise operated by the Bermuda Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, in, on or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials of Environmental Concern in amounts or amounts, concentrations or under circumstances conditions that constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental LawLaws or otherwise result in costs to the Borrowers; (b) to the best knowledge of the Borrowers, the properties owned or leased, or otherwise operated by the Bermuda Borrower or any of its Subsidiaries and all operations and facilities at such properties are in compliance with all Environmental Laws, and there is no contamination or violation of any Environmental Law which could interfere with the continued operation of, or impair the fair saleable value of, such property; (c) neither the Bermuda Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written complaint, notice of violation, alleged violation, non-compliance, liability or notice of investigation or of potential liability regarding environmental matters or compliance with (including, without limitation, as relates to any potentially responsible party status) under Environmental Laws or with respect to any Hazardous Materials with regard to any of the Properties Bermuda Borrower or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)its Subsidiaries, nor does the Bermuda Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened; (cd) to the best knowledge of the Borrowers, Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any properties presently or formerly owned, leased, or otherwise operated by the Bermuda Borrower or any of the Properties its Subsidiaries, nor have any Hazardous Materials been transported from any such property, or come to be located at any other property, in violation of, of or in a manner that could reasonably give rise to liability under, under any applicable Environmental Law;Laws; and (de) there are no governmental, administrative, or judicial proceeding actions or governmental or administrative action is proceedings pending or, to the best knowledge of the BorrowerBorrowers, threatened, threatened under any Environmental Law to which the Bermuda Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements requirements, other than permits authorizing operations by the Bermuda Borrower or any of its Subsidiaries, outstanding relating to compliance with or liability under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. Except as disclosed set forth in the Exchange Act Documents Schedule 4.15 or asas to matters that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect: (a) to the actual knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries Project (collectively, the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, of or could give rise result in a liability to liability under, the Project or the Borrower under any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has not received or and is not aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or to the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Project, nor does the Borrower have actual knowledge or reason to believe that any such written notice will be received or is being threatened; (c) to the actual knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, of or as would result in a manner liability to the Project or to a location that could give rise to liability under, the Borrower under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of by the Borrower at, in, on or under any of the Properties in violation of, of or as would result in a manner that could give rise liability to liability under, the Project or the Borrower under any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the actual knowledge of the Borrower, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the BusinessProject, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the BusinessProject; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations actual knowledge of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the BusinessBorrower, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties Properties, including the Project, are in compliance, and have in the last five years been in compliance, compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (gf) neither the Borrower nor any Significant Subsidiary has not assumed pursuant to a written contract or otherwise any liability of any other Person under Environmental Laws.

Environmental Matters. Except as disclosed in the Exchange Act Documents could not, either individually or as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties currently and, to the knowledge of any Loan Party, formerly owned, leased or operated by Holdings or any of its Restricted Subsidiaries in the Borrower and the Significant Subsidiaries past three years (the “Properties”) do not contain, and have not previously contained, contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute so as has given rise to or constituted a violation of, or could would give rise to liability of Holdings or any of its Restricted Subsidiaries under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary no Loan Party has received or is aware any written notice of any notice of unremediated violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with under Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Holdings or any of its Restricted Subsidiaries, nor does the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not in the past three years been Released, transported or disposed of from the Properties by or on behalf of Holdings or any of its Restricted Subsidiaries in violation of, or in a manner or to a location that could has given rise to or would give rise to liability under, any Environmental Law, nor have in the past three years any Materials of Environmental Concern been Released, generated, treated, stored or disposed of at, on or under any of the Real Properties or by Holdings or any of its Restricted Subsidiaries in violation of, or in a manner that could has given rise to or would give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrowerany Loan Party, threatened, under any Environmental Law to which the Borrower Holdings or any Significant Subsidiary of its Restricted Subsidiaries is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Real Properties or the Businessbusiness operated by Holdings or any of its Restricted Subsidiaries; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation knowledge of any Environmental Law Loan Party, there are no past or present actions, activities, circumstances, conditions, events or incidents with respect to the Properties or the Businessbusiness operated by Holdings or any of its Restricted Subsidiaries, including, without limitation, the Release, emission, discharge, presence or disposal of any Materials of Environmental Concern, that could form the basis of any judicial proceeding or governmental or administrative action against Holdings or any of its Restricted Subsidiaries or against any person or entity whose liability for any such action or order Holdings or any of its Restricted Subsidiaries has retained or assumed either contractually or by operation of law, or otherwise result in any costs, liabilities or restrictions on ownership, occupancy, use or transferability of any property under Environmental Law; and (gf) neither Holdings, its Restricted Subsidiaries, the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Real Property and all operations at the Real Property are in material compliance with all applicable Environmental Laws. The representations and warranties in this Section 5.17 are the sole representations and warranties of the Loan Parties with respect to any environmental, health or safety matters, including those relating to Environmental Laws or Materials of Environmental Concern.

Environmental Matters. (a) Except as disclosed in the Exchange Act Documents or as, individually or in the aggregate, could has not resulted in, and would not reasonably be expected to have result in, a Material Adverse Effect: material liability under Environmental Laws: (ai) the facilities and properties owned, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containeach Acquired Company is, and have not previously containedat all times subject to the relevant statute of limitations has been, any in compliance with all applicable Environmental Laws, and possesses and is in compliance with all Environmental Permits necessary for its operations; (ii) there are no Materials of Environmental Concern in amounts present within any Company Real Property or concentrations on, or under circumstances that constitute or constituted a violation of, or could give rise to liability under, emanating from any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending property currently or, to the knowledge of the BorrowerCompany, threatenedformerly owned or operated by any of the Acquired Companies, except under circumstances that are not reasonably likely to result in liability of any of the Acquired Companies under any applicable Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; Laws; (eiii) there has been are no release above ground or threat underground storage tanks at the Owned Company Real Property or utilized by any of release the Acquired Companies at any Leased Company Real Property, and the Acquired Companies have made all required filings and notifications in connection with any of their use or storage of Materials of Environmental Concern at or from the Propertiesrequired by Environmental Laws; (iv) no Acquired Company has received any written notification alleging that it is liable for, or arising from has received a request for information pursuant to Environmental Laws regarding its potential liability in connection with, any release or related threatened release of, or the exposure of any Person to, Materials of Environmental Concern at any location or in respect of any Company product or service; and (v) no Acquired Company has received any written claim or complaint, or is currently subject to the operations of the Borrower any proceeding, relating to noncompliance with Environmental Laws or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise other liabilities pursuant to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties knowledge of the Company, no such matter has been threatened and there are no facts or the Business; andconditions that would reasonably be expected to give rise to such claim or complaint. (gb) neither For purposes of this Agreement, the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.following terms shall have the meanings assigned below:

Environmental Matters. Except Each of the following representations and warranties is true and correct on and as disclosed in of the Exchange Act Documents or asEffective Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) To the facilities and properties ownedbest knowledge of Kimco or any Borrower, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) Properties do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that which constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental Law;Laws. (b) neither To the Borrower best knowledge of Kimco or any Borrower, the Properties and all operations at the Properties are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties, or violation of any Environmental Law with respect to the Properties. (c) Neither Kimco nor any Significant Subsidiary of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)Properties, nor does the Kimco or any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;. (cd) To the best knowledge of Kimco or any Borrower, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that which could reasonably give rise to liability under, any Environmental LawLaws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;Laws. (de) no No judicial proceeding or governmental or administrative action is pending pending, or, to the knowledge of the Kimco or any Borrower, threatened, under any Environmental Law to which the Borrower Kimco or any Significant Subsidiary of its Subsidiaries is or, to the knowledge of Kimco or any Borrower, will be named as a party with respect to the Properties or the BusinessProperties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or of judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;Properties. (ef) To the best knowledge of Kimco or any Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary Kimco and its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental Laws.

Environmental Matters. Except Other than as disclosed in the Exchange Act Documents annual report on Form 10-K of the Borrower for the fiscal year ended December 29, 2001 or asexcept insofar as any exceptions to the following, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole: (a) to the facilities and best knowledge of the Borrower, the properties owned, leased leased, or otherwise operated by the Borrower and the Significant or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, in, on or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably give rise to liability under, any Environmental LawLaws; (b) to the best knowledge of the Borrower, the properties owned or leased, or otherwise operated by the Borrower or any of its Subsidiaries and all operations and facilities at such properties are in compliance with all Environmental Laws, and there is no contamination or violation of any Environmental Law which could interfere with the continued operation of, or impair the fair saleable value of, such property; (c) neither the Borrower nor any Significant Subsidiary of its Subsidiaries has received or is aware of any written complaint, notice of violation, alleged violation, non-compliance, liability or notice of investigation or of potential liability regarding environmental matters or compliance with under Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”)or its Subsidiaries, nor does the Borrower or any of its Subsidiaries have knowledge or reason to believe that any such notice will be received or action is being contemplated, considered or threatened; (cd) to the best knowledge of the Borrower, Hazardous Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any properties presently or formerly owned, leased, or otherwise operated by the Borrower or any of the Properties its Subsidiaries, nor have any Hazardous Materials been transported from any such property, or come to be located at any other property, in violation of, of or in a manner that could reasonably give rise to liability under, under any applicable Environmental Law;Laws; and (de) there are no governmental administrative actions or judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge of the Borrower, threatened, threatened under any Environmental Law to which the Borrower or any Significant Subsidiary of its Subsidiaries is or will be named as a party with respect to the Properties or the Businessparty, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements requirements, other than permits authorizing operations by the Borrower or any of its Subsidiaries, outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) neither the Borrower nor any Significant Subsidiary has assumed any liability of any other Person under Environmental LawsLaw.

Environmental Matters. 5.25.1 Except as disclosed in Section 5.25 of the Exchange Act Documents Disclosure Schedule, (i) the Company and its subsidiaries, and their facilities, and the Business have been conducted and are now in compliance with all applicable Environmental Laws, including all reporting and monitoring requirements thereunder, and there are no pending or asany threatened Actions relating to any Environmental Laws; (ii) the Company and its subsidiaries are in possession of, and in compliance with, all permits required under Environmental Laws to own the Owned Real Property, lease the Leased Property and operate the Business as it is now being conducted, and there are no changes in the aggregatestatus, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties ownedterms or conditions of any such permits, leased or operated by the Borrower and the Significant Subsidiaries (the “Properties”) do not containany renewal, and have not previously containedmodification, revocation, reassurance, alteration, transfer or amendment of any such permit, or any review by, or approval of, any Materials Governmental Authority of Environmental Concern in amounts or concentrations or under circumstances such permits that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) neither the Borrower nor any Significant Subsidiary has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower and the Significant Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Significant Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Significant Subsidiary required in connection with the Properties execution or otherwise delivery of this Agreement, the consummation of the Contemplated Transaction or the continuation of the business of the Company or any subsidiary following the Closing Date (iii) neither the Company nor any subsidiary thereof is subject to any litigation, proceeding, application, order, directive judgment, decree or citation which relates to environmental, health or safety matters nor has any litigation, proceeding, application, order or directive been threatened against it nor has received any notice of any non-compliance in connection with the Business, in violation respect of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination Remedial Action pending or threatened against the Company or any subsidiary thereof and, to the Knowledge of the Company, there is no basis for any such Remedial Action or conditions existing currently which could reasonably be expected to subject it to Remedial Action; or (iv) (A) there are no Hazardous Materials at, on, under or about migrating to or from any Leased Property or the Properties or violation Owned Real Property; and (B) there has not previously been any release of any Environmental Law with respect Hazardous Materials at, on or under the Leased Property or the Owned Real Property. 5.25.2 Except as disclosed in Section 5.25 of the Disclosure Schedule none of the Owned Real Property or, to the Properties Knowledge of the Company, the Leased Property contains any: (i) above-ground or underground storage tanks or (ii) landfills, surface impoundments or disposal areas (not including general garbage and recycling areas and containers). 5.25.3 The Company has delivered to the Business; and (g) neither Purchaser copies of all reports, studies, analyses, audits, assessments, plans, regulatory correspondence, tests or similar information initiated by or on behalf of or in the Borrower nor possession of the Company, any Significant Subsidiary has assumed subsidiary thereof pertaining to the environmental condition of, Hazardous Materials at, on or under, the Owned Real Property, the Leased Property, or concerning compliance by the Company, any liability of subsidiary thereof or any other Person under for whose conduct the Company or any subsidiary thereof could be held responsible, with Environmental Laws. 5.25.4 To the Knowledge of the Company, the Company and its subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in any material liability under any Environmental Laws. 5.25.5 The Company has maintained all environmental and operating documents and records in the manner and for the time periods required by any Environmental Laws.